Tails of Spike's Harem
by beirirangu
Summary: Spike engages in romance and sex with the many ponies of equestria, one at a time.
1. 00 Prologue

"So what is the Celebration for?" Twilight asked, walking happily next to the princess as they strolled through the grand hallway leading to the ball room where Prince Blueblood was scrutinusly making final perporations for the party.

"It's nothing too formal," Celestia responded in her usual calm, polite and royal demeanor. "He simply wanted a celebration for his graduation of his most recent college class."

"Oh? What was he studying?"

"It was his last core class, Literature if i'm not mistaken. But he still has a few months before he's actually done with his studies." Celestia answered in a slightly amused tone as they opened the door and helped finish the last of the preparations.

The party itself was rather festive compared to most held in the castle, but still most elegant and formal. The guests enjoyed themselves a bit too much because one of the chefs accidentally spiked the punch by switching one of the many unlabled bottles in the kitchen. Nearing the end of the party, Twilight was hammered, obviously not sober enough to remember anything the next day but still able to carry on a decent conversation with the princess who had only gotten slightly buzzed by this point. "...So ai told 'im that 'e needs to mov' fathter, 'e's got da taime to... complain." Twilight finished with a quite hard slur.

Celestia just giggled not only at her statement, but her slur and obvious drunkardness, "Yes, but he's so small. I didn't think he could move that fast every time you have a stody session. I bet he can bairly keep up with you most of the time."

Twilight drunkenly snickered at the thought of what Celestia said, "oh, 'e's got ah fiew triks o' 'is oun..." She leaned over to Celestia, whispering as discreetly as she could, "wen 'e gets down to it..." Twilight snickered, "'e maks me cum with 'is tonge 'arder then iu can emagin!"

Needless to say, the princess was shocked to hear her student talk about something like that with her assistant, she always thought he was more like a brother or a son then a lover of Twilight, but then again dragons do mature a lot faster then most creatures, even if their size dosen't. It had been a few moments before the princess could reply, "Twilight, I..." She was cut short by Twilight's snoozing, Celestia smiled full heartingly and used her magic to levitate her and bring her to one of the many guest rooms in the castle, telling the guards that when she is to be awakened, it was to be most gently and silently as she will have a hangover. As she made her way to her own quarters, she was thinking rather hevily about Spike and Twilight, talking under her breath, "was what she was saying true? Was he truely able to make her cum with only his tonge's work as hard as she claims? I must investigat the matter." She said, shocking herself that she said that, but more intrigued that she was enjoying the thought of doing such a thing.

The next morning, Twilight had woken up to see that she had slept in the guest room of the castle like many times before, only this morning she had a splitting headache and no memory of the previous night. One of the guards pocked his head into her room as soon as she woken up, saying polightly and quietly, "Good morning miss Twilight, The Princess has requested your company for breakfast when you are awake and able.

She groaned still partialy asleep and hong over, "thank you, let her know that I shall be down in a few minutes, after i freshen up." The guard nodded and left while Twilight was scrapping together what had happened, the last thing she remembered was walking together with the princess to the party, then waking up. Grounging up and fixong her hair, batteling the pains in her head, she finally made her way to the dinning room where Celestia was enjoying some oat pancakes with sliced apples and bananas. "Good morning princess."

Celestia hadn't noticed Twilight enter, she turned and smiled greatly, gently replying, "good morning Twilight. I hope you will stay and enjoy the meal, I would imagine you need the aliment after last night's festivities."

Twilight was confused by the statement but replied quickly, "actually, speaking of last night..." She was interupted by her stomach growling, followed by her embarasment and light chuckeling, "I guess it can wait until after breakfast."

They both enjoyed a fine meal together along with a portion of the staff, the princess had always enjoyed the company of others when they were relaxed, 'and where not more relaxed then enjoying a meal after waking up in the morning?' she often thought. "So how is your meal? Is it not delightful?"

"Oh it is most exquisit, but i can't help but miss the meals Spike makes for me every morning."

Celestia chuckled, "yes, the best meals are the ones you eat with the ones you love."

Twilight almost gagged, but maintained her composure trying not to give too much away. "What do you mean by that?"

"Oh i meant that you two had been together for so long it's as if you two had become family."

"Speaking of Spike, did you let him know..."

"Yes, i sent him a message last night, there is no need to worry."

"That's good." Twilight replied pleasently as they finished their meal. The rest of the day was more typical of Twilight comming to the castle to learn rather then a study session that the princess called Twilight to have, they had even played a few games when Twilight wasn't too deep in her reading, having mostly forgotten about the party and pushed the nessessity of it aside.

It wasn't until around six when Twilight made her way home, appologising for the mess she had made with the books while studying, "hey Twilight! Long time no see." Spike said happily as he joined her stroll back to their home.

"Woah! Hey there Spike, i didn't expect you to be out."

"I was just getting some supplies before i went to go see Celestia."

"Oh? and what did she want to see you about?"

"I'm not sure, she said in the letter she sent about you staying the night with her that she wanted to discuss something important with me when i could. I said i most likely could after you had gotten back, hoping i could come back and have my favorite snack before bed." Spike said in a seductive tone.

"Ooh! Well let me have the supplies and go see what Celestia wants, I don't want a single second longer to wait for that." She replied smiling very hard as she took the quils, parchments and inks that spike was carrying to watch Spike run off in the direction she was just comming from. 'I've got to get the bandage, he just loves it when the juices build while i think about it,' Twilight thought to herself.

It wasn't for a few minutes before Spike made his way to the castle, and still another ten before he had found where Celestia was to meet him. "You wanted to see my Princess?"

"Yes, Spike." The princess said rather nervously in the hall in front of both her personal quarters and her personal library.

"So what did you want to talk about?" Spike asked as he made effort to open the door to the library.

"I, um... didn't want to talk with you in there." The princess said as she closed the door with her magic and opened the door to her room two doors down across the hall, just behind her.

Spike blushed rather hard, he had never been inside of Celestia's bedroom, only glanced in when the servants were cleaning while he was walking past on his way to the library, "um... What is this all about?" asking nervously

"Come with me and i will tell you," she said in a royal and proper tone as to distract herself from her rather obvious nervousness as she lead him into her bedroom and sat him down on her bed as she closed the door and sat becide him. "You know that Twilight and I were attending a party last night..."

"And Twilight had drunk too much of the punch that was spiked, she passed out and stayed the night then spent the day with you... what about it?" Spike asked, rushing to the point.

"Actually, she had mentioned something to me in her inebriated state..."

Spike almost jumped off the bed, replying in a rushed mannor, "wh... wh... what did she say?"

"She mentioned your skill with your tongue."

"You mean she talking about us practicing kissing?" Spike proclaimed, hoping to deture the most likely conversation.

"Not exactly..." Celestia mentioned, jestering that it was not her mouth he was kissing.

"Oh..." He replied with a sorrowful tone, expecting to get punished, "what are you going to do to me?"

"Well i'm not sure... but i would like a demonstration."

"OH PLEASE DON'T PUNISH... Wait! WHAT?" he replied, just catching what she was saying.

"well..." Celestia started, not sure how to word it, "well durring the party, she had said that your skills with your tongue makes her cum harder then she thought she could..." She stated almost rbotically, trying to say it without drawing it out longer.

"She said that? but what did you call me here for?"

She blushed hard, turning her entire face from it's normal white glistening coat into a cherry red plume of emotions, "to be honest, i havn't had any in so long, and hearing about you made me want to try... and i was hoping..." She started, trailling off and thinking he's going to reject her offer when he picked her face up in his claws and planted a deep kiss. Her eyes widened from the sudden action but calmly closed as the passion from their contact had made her feel more pleasure then she had in the past century, eminating from her mouth through her entire body. She could feel her mound slowly getting wet, clenching with anticipation as her entire mouth was massaged by the invading tongue. She moans softly as her body becomes limp in his arms, falling gracefuly onto the bed still interlocked with spike, while he, having noticed her pleasant limpness, has begun plans to move his way down. With a wimper, she softly proclaims under her breath, "don't stop," as Spike leaves her lips and licks the entire length of her body, being sure to stop at pleasureable areas for some extra attention. Playfully licking around each of her nipples before lightly sucking on them one at a time as he made his way down to her open legs, massaging the muscles around her vulva as he finished with her last nipple. He didn't start on her pussy right away, he knew better, she was rusty and sensative, he started by kissing around, dragging his tongue softly as he made his way to the prise, her clit. He had noticed whenever he licked that one bump on Twilight, she would say that it felt amazing, and each night she would beg him to lick there again, eventually getting good enough not even need to look for it, but he only grazes it for now, letting her moans deepen only momentarily as he uses his entire tongue's length to slide from the bottom of her slit over her clit. Her moans were borderline hearable outside when he made his way inside of her with his magical tongue, not just licking around, but trirling as his lips suckled the entire mound and the very tip of his upper lip grazed her clit magnificently. Unbeknownst to Spike, Celestia was forced to use her magic to make a ball gag to stop herself from screeming in pleasure and possibly allerting the guards as he edged her closer and closer to orgasm before kicking down the pleasure to build it up even more, nearly throwing her over the edge many times over before finally finishing the job and setting her off in the biggest orgasm she could ever remember.

"How was that?" Spike proclaimed as he came up after her orgasm subsided. She tried to say something, but it was blocked by the gag too much to tell what she said. "What was that?"

She used her magic to slide off the gag and tried again while smiling pleasently, "It was just as Twilight said, better then I could've imagined."

"Is that why you had the thing on?" Pointing to the ball gag Celestia threw on the bed.

Embarassed, she replies bashfuly, "yes, i had to, to stop myself from yelling too loudly."

"So you're NOT into that?" Spike asked inquisitively.

"To be honest," she started with some emberasment in her tone. "I wouldn't say i'm not, but more that i've never done any..."

"Well let's not get ahead of ourselves..."

"Very true Spike. Lets just start at the beginning."

"Missionary? or was it doggy?"

"Yes, have you already done it with Twilight?"

"Tried, but it's too small to do anything but rub her..."

After a moment of thinking, and comforting Spike on his size, she calmly asks, "do you want me to fix that?"

"What do you mean?"

She didn't respond any more then glowing her horn brightly, so much that Spike had to avert his eyes as Celestia leaned her horn down and touched his fully erect member, bairly noticable but still quite large considering his age (and his race) . Her magic softened, letting the room go back to it's natural lighting. "How's that?"

Spike opened his eyes, and saw a dick like the one he had seen in the books Twilight was showing him about Dragon anatomy, "Woah! Is that mine?"

Celestia chuckled, "it is now, I imbuned my magin into it. You can now controll how big it is, just by consentrating on it."

"Wow," was the only thing he could say, then again, what could you say?

"Now why don't we try it out?" She said seductively, laying back down and waiting for spike to crawl up and take her. But Spike was paused, contemplating what he should do, should he take the princess and hurt twilight? should he not take her but somehow explain his growth? every scinario went into termoil. The princess however grew tired of waiting those few seconds, snapping him out of his consentration, "just come here and fuck me!" Glowing her horn and pulling him forward, pearcing her slippery hole all the way to his hilt. He had never felt a pleasure so wonderful, every twitch she made squeezed his member into a tingeling sensation of which he could bairly contain while she had a similar reaction, not having a cock inside of her for many many years, even twitch felt like it was massaging her very core, only managing a few short strokes before climaxing. It had only been a few minutes since they started but they both had colapsed in exaustion on top of eachother. "That was amazing," celestia said through her heavy breathing.

"Yeah, it was..." Spike agreed, just as out of breath as her, "I had no idea it could be that good..."

"Especially for our first times..." She said, looking at him sweetely.

"Our first times? I didn't know you were a virgin too?"

She couldn't help but giggle, "Well i guess it was like my first time, not having any for so long. But i expect us to be doing this every now-and-again."

"I would love that." Spike smiled before leaning up to plant a kiss on her lips.

"I guess you should be going back to Twilight now..." Celestia commented, almost disapontingly as she noticed the clock on the dresser.

Obviously disapointed, spike replies almost in shock, "THAT'S RIGHT! How am i going to explain my growth to her?"

"You can controll the size, just consentrate on the size you used to be, and she will be none the wiser..." She commented with a sinister grin.

He consentrated, trying to remember the old small size of his half-flacid member, and magically his cock shrank, almost identical to before he came. "Thank you princess," Spike said as he gave her a payful kiss. "I can't sait for you to see me again." wink ;)


	2. 01 Twilight

As many stories begin, it was a regular day in Ponyville, everyone was enjoying the day as they normally would, Pinkie was baking, Rarity was designing, Applejack was selling, Fluttershy was tending, Rainbow was flying, Derpy was delivering, Octavia was playing, Vynal was jocking, Macintosh was bucking, Cheralee was teaching, Cakes were cooking, Mayor was leading, CCCs were learning, everypony in the town was doing their normal everyday dudies. As for Twilight, you would imagine that she would be studying, burrying her head into a book or seven, learning about almost anything there is a book about, remembering every sentence and word in the library she lived in, but she wasn't, she was too buisy laying on her bed, getting ready to enjoy a good time with her assistant Spike.

"Do you have them all yet?" Twilight asked in a huff.

"I'm getting the last one." Spike replies from the dresser next to the bed.

"Well hurry! You know we have a tight schedual..."

"I don't see why we have to do it on our lunch break, we already do it before breasfast and bed..."

"Because we both know we can't wait that long. So do you have them?"

"Yes, just give me a second to get up to you," Spike answered, jumping on the bed. "Now let's give you a good brushing."

She giggled with glee, for it was her favorite measure of foreplay if done right, and spike could work a brush like nobody else. He always started with her mane, grasping the long bristled brush and easing it through her hair, flowing gentle down through her locks, smoothing every accumulated bump. Seeing as they were in a rush, he didn't do it thuroughly as he would normally, Spike quickly grasped the small, short haired brush, that he uses to take care of the delicate parts of her coat around her head, making sure to hit the spots he knew she liked. Then to the bigger short haired brush, taking care of her main coat, the top part at least, while working his way down to her tail, making sure to massage her flank deeply not only with the brush but his empty hand as well. Then taking the long haired brush again, he took care of her tail with a swiftness and speed that only a horny couple can make. The second, no the instant he had finished, he turned and looked streight into the eyes that were folowing him as he made his way down her back, the eyes that said in a seductive tone that she could not bare to wait another second yet wanted even more playful teasing at the same time. Without breaking eye contact, she slowly rolls over, onto her back, scootching downwards to almost give him a kiss as he grabbed the small brush again and started work on her underside. As he saw her slightly puckered lips, he gently lifted his claw and guided her mouth up as he came ever so close to kissing her but truely brushing her chin and throat with careful, yet passionate strokes, taking his time and being very tedious because he knew that this was her favorite part. Still keeping his head just bairly over her nose, he encuraged her air kisses with some of her own, making sure to keep as much eye contact as possible when she was not leaning her head back when he massaged over a sensitive area while he carefuly made his way down her throat, over her chest and stomach teasing her nipples lightly as he glides over them to her ample strong legs. Dropping the brush as well as his gaze with her, to shift down and work his hands all around her leg muscles, working his way inwards around her mound, shifting, rubbing, pulling, pushing, and kneeding every part of her as his hands get wetter and wetter from Twilight's slopping pussy. Finally done with the foreplay, Spike stops and readjusts himself in front of her mound, allowing Twilight's moans to soften and her to come back to reality before starting up again as Spike took one claw and teased up and down her slit. "Ooooooah! Do it already!" Twilight demanded, not wanting to wait any longer.

Spike didn't respond right away, looking at the clock, "We still have a half hour, and i feel like teasing you a bit more." Still slipping his claw just bairly through the entrance just to take up back and push the sides one at a time.

"PLEASE! I'M ABOUT TO... AAAAhhhhh..." Twilight yelled, tensing up her entire body and squirting the juice she has been building up all over Spike.

After a few seconds, allowing her to calm down, Spike looked at the mess she had made on him, as well as on the sheets, "well i guess now it's a good thing we've got some time." Pausing to let Twilight get up enough to look at him, "I'm going to hit the shower before it starts setting in, if you want to join me..."

Smiling happily watching Spike climb down off the bed and turning to see her, she replies under her breath, "I'd love to, just give me a second."

"I'll have it warmed up by the time you get in." He replied generously, walking slightly slower.

She laid back down, ignoring the wet sheets for now, thinking to herself, 'he is so good to me, always getting me off whenever i want, never asking for anything... I need to something for him, more then the blowjobs, i try to give him... i'm just not nearly as good as he is with his mouth... I wish his penis was bigger, I wish it was big enough to fill me completely, That way he can feel the warm plesantness that i feel every time he licks me, I don't care how much it'll hurt, I WANT to do this for HIM!'

Meanwhile in the shower, Spike was rubbing one out as quickly as he could, on his larger dick, just the size to take in hand, listening for Twilight to clip-clop through the door. "Why dose she have to be so sexy, dose she know how often i want to expand my cock and drive it right to her core? She must hate me for thinking that, knowing how i got a big cock in the first place," he questioned himself as he remembered when he got his gift from Celestia almost a whole year before they came to ponyville to which they have called home for the past many months. His claw worked harder and harder to get himself off, but it was too late, he could already hear the cloppings of Twilight as she came through the bathroom door.

"How's the water?"

"Perfect, come in and i'll scrub you down." Spike answered a bit off, consentrating on shrinking his cock, which he found was harder to do if he was hard.

"That's the plan snugglebud." Twilight replied as sexy as she could as she stepped through the curtains to see Spike's throbbing member, "looks like you were continuing without me... Here, let me."

Spike could only watch as his member was sucked into Twilight's mouth to be licked all over every inch by her tongue. "Woah! Twilight!" was the only thing he could say before he bursted his load streight into her mouth.

Twilight didn't gag as she swallowed his massive load with ease, something she mastered only recently, "wow! You were really close when i got here wern't you?"

Embarassed, he agrees, "yeah, I was on the edge when you came in."

"Well let me know a bit sooner, I wanted to thank you preperly." Twilight playfuly replied, planting a kiss on his lips and pushing it as deep as they both could. Time seemed to stop for them in that shower, each second seamed like an eturnity as their lips pressed against eachother, as their tongues caressed eachother in a dace of passion.

In actuality, they had only been kissing for five minutes when Spike broke the kiss, "before our time is up, let me at least get to scrub you." He said as he grabbed the shampoo and climbed on her back.

Blushing lightly, she remembers, "Yeah, we've only got a few minutes before our lunch break is oooooh..." She was cut off by Spike throwing his claws into a deep mixture of scrubbing and massage, getting the shampoo deep ito her coat and mane, "oh that feels good."

"I'm glad you like it," Spike replied happily, pucking up the pace knowing she loved having her coat and hair 'scratched'. "Last time you nearly threw me off you hated it so much."

"Sorry, It was a side-effect from one of the spells i tried that day... oooh... it shouldn't happen any moAAAH..." she shreeked as spike found a very sensative spot, causing her leg to involintarily start kicking, just out of reach of the tiles.

He didn't say anything, just turning around after getting the last spot of her coat with shampoo and letting the running water wash it off, moving to her lower back and flank, only to find many more sensative spots, once kicking both her legs at the same time, still keeping composure and finishing her tail for last. "Alright, are we going to do the bottom as well?"

She couldn't help but giggle, she was already wet again from the sensation and complied, letting Spike jump off as she eased her way onto the lenolium floor, rolling on her back so Spike can get her belly and the real mess. "Sorry for the extra mess, it felt really good."

As he got in view of her pussy, he knew what she meant, "You just love having your coat scratched, don't you?"

"It's not just that, it's because it's you who's doing it."

He eagerly blushed at the comment, lathering the shampoo in his claws and applying it on as much of her chest as he could in one go, allowing the water to again wash away the sections he's already done. making sure not to get it too close to her slit. Once he was finished with the last of her coat, he got up and replaced the shampoo with the soap, lathering it up as he rubbed it all over her breasts and bare belly, working his way down, allowing the soapy water to flow lightly around it. He gathered only a little bit of soap this time, allowing the already soapy water flowing around her slit to do most of the work for him as he again massages it, getting out all the little spots of various liquids and solids that have accumulated since their last bath, and after the water had cleared it from soap, he bagain to lick the flowing liquid from inside of her, holding nothing back as he wanted to finish the job quickly before being interupted again by one of the pesky customers like yesterday. Sucking, licking, and massaging her hole with his mouth, rubbing her clut with one of his open claws, setting her off in a matter of minutes, releasing a bounty of juices into his mouth which he happily swallowed. "Alright Twi, you're clean."

She was again too interned with her orgasm to reply, letting the water beat down on her as she came back to, "th... thank you Spike... have you already cleaned yourself too?"

"Not that much, just what got on me when i was washing you."

"So by the way you were all over me, you're clean i bet!" She playfully jestured.

Laughing lightly, he got back up and planted another light kiss, "I think i missed a spot though, go on without me. I'll just be a second."

She got back onto her feet, kissing him again as she walked through the curtains and picking up a towel using her magic to dry herself off, listening to spike wash the remainning scales with the bar of soap still in his claw, as she said to herself, "that dose it! I'm going to find a spell to help him no matter what!"


	3. 02 Rarity

It was a quiet Saturday night, everypony was relaxing, taking time to rest after a hard week's work and preparing for the week ahead. Down at Applejack's barn, they were relaxing in a different way, by celebrating the end of the harvest season with the best bounty yet! Inviting all their friends for the party, hosted by Pinkie of course, They danced through the day and into the night enjoying the fruits of their labor, including some Apple family distilled Cider, letting the party guests enjoy the time possibly a bit more then they wanted to.

Twilight had been dancing all night, drinking as much too, eventually made her way to the table Rarity was sitting at, all alone as she watched the party-goers dance happily. "Graet party. Hu Rarity?"

"Yes, it is quite the shin-dig Pinkie has thrown."

"Ah! 'Ave iu 'ad ani o' dis Aple sidr Appljak maed?"

"Yes i have, but i must say it's not as good as some of their previous years. I think i still have a bottle in my butique."

"Wai wood iu kiip it in der? Iu don 'ave a sellar do iu?"

"No, I don't have a wine cellar, but i do have a assortment of bottles in my fridge."

"Oh wellll iuuuuu ve got to let me try sum sumtaem."

"Sure, that sounds nice. You havn't been to my butique for a while, unless you're picking up spike that is..."

"Yeh, Spaeks awais deer. Aniteng to bii wif iu as much as 'e can. 'E dinks 'es gat ae chans wif iu."

"Well i think it's sweet. He'll never get any, but I apreciate his company."

"Dats wat ae told 'im. 'E shood forget 'bout getin iu an kiip usin dat wondrfl tong on me." She smiled what seemed like as hard as she could, reaching one hoof to her mound, " 'es so gud wif it, ae dont dink ae wan 'o giv i' up..." colapsing where she stood.

Rarity was in shock of what just happened, thinking to herself, 'was Twilight insinuating what i think she was? Was she and Spike romantically making out! And if they had gone that far, what else could they have done?' She had to get to the bottom of this, but first to get Twilight home. Excusing herself from the party, having Twilight held in place in the air by her magic wrapping around her with a blanket, "Don't worry darling, i'll get you in a proper bed in no time." As she got into town, she could see that everypony not at the celebration was asleep, only the lights of the street lamps lit the near blackened night, still darkening the back allyways, hiding anything that might be lurking in them. "Well, I'm sure there's nothing to be scared about, just a cat or something," Jumping from a sudden clash of trash cans. A few more noises scared her too much, quickly getting Twilight into her butique/home, "I'm sorry about this, but i'd rather have company tonight."

A few hours pass, finally allowing the light sleeping Rarity to finally close her eyes when Twilight started talking in the guest bed she had in the next room, not quite loud but not softly either, "oh spike, don't lick so hard..." Being the gossip she is, Rarity got out of bed and after glancing at the clock showing 0300, went to the guest room to find that Twilight asleep but clopping herself under the sheets Rarity had set for her, "Oah, when did it get so big?... I don't think it'll fit..." Rarity had wanted to stay and listen a bit longer, but being the lady that she is, she couldn't just listen in to someone talk about such personal matters, even if they are about a love intrest that might actually be happening. While walking away, Twilight said something a bit under her breath, something to which made Rarity stop, turn to the door and then back to her bed, casting a last resort spell she knew for when the buildings around her were being worked on, a temporary sound-proofing spell that made sure that she didn't hear a thing.

The Next morning, Rarity was woken up by Twilight falling out of bed, the spell had worn off sometime durring the night, only lasting two or three hours if she was lucky, "where am i? why am i here?... Ugh... why do i have such a headache?"

Rarity slugged out of her bed, made herself presentable and made her way to where Twilight was yelling from, "Twilight dear, relax."

"Oh, it's you Rarity... Is this your place?"

"Yes, and sorry about your pains, you should really learn to handle your drinks."

"Oh, sorry... I didn't do anything mean, did i?"

"Nothing that can't be forgiven by your... state... But enough about that, let's get some breakfast." Rarity said gracefuly leading Twilight out of the guest room, down the stairs and to her kitchen where Twilight sat at the neetly decorated table, "so what do you feel like this morning? My treet."

"Do you have any Oat Pancakes?"

"Why i do believe i still have one bag left." Rarity replied in a happy tone, cooking away delicately preparing their meal.

Twilight couldn't help but gander around the butique's kitchen, lookin at all the neatly placed nick-nacks, properly decorted shelving and tiles, not a single thing out of place, even while cooking, "do you mind me asking what happened last night?"

"Not at all," Rarity replied, batting the batter carefuly. "We went to Applejack's celebration and you just-so-happened to drink too much of their family's cyder, and in your drunken state, i brought you home."

"Then why didn't you bring me to the Library."

Rarity blushed slightly, "Well i was scared... it was dark and i heard some noises... I just wanted to get inside."

"Oh, well if it's like that i completely agree." Twilight complied, being as friendly as she could.

The rest of breakfast went on without other happening, just some light conversation and brief gossip, leaving not long after they finished eating. "Well where have you been?" Spike asked, standing in the doorway of the library.

"Sorry spike, i was out drinking and passed out... Rarity was kind enough to let me sleep over..."

"Rarity?" Spike said in shock turning angry, "you didn't tell her anything about me liking her, did you?"

She looked back and forth for a second, not sure how to answer, "Not that i know of. But she said she'd like your help some time today if you're free."

"Oh, well that's good." Spike replied, not really thinking much about the invitation more then the chance to see the pony he's been gawking over since he arrived in Ponyville.

"So did you do the chores i asked you to do yesterday?" Twilight asked while walking through the door to another boring day, that is until around 1600, when spike finished the last of his day's chores and skipped his way to Rarity.

"I'll be back in a little while," Spike shouted, just in ear shot of Twilight. "I wonder what Rarity will have me do today? Oh i hope it's something important." He mumbled to himself in a hally tune as he made his way to Rarity's door and knocking on it, then waiting a few moments before knocking again, "Rarity! Are you there?"

A crash could be heard, causing spike to panik, worrying what's happening he rushed through the door to see Rarity had tripped over a piece of fabric that was thrown across the ground and crashed into a ponnequin (mannequin) "I'm alright spike... just help me clean this up." Pointing to all the fabricks and things carelessly thrown on the ground.

"Having a tough day are you?" Spike asked, helping the beautiful pony to her feet and noticing her mane was a mess.

"You could say that... I just had something on my mind, throwing off my consentration."

"Is it about Twilight?" Spike asked, putting two and two together as he picked up the various pieces off the floor.

"Um... no..." she replied, acting like Applejack did when Discord zapped her.

"Well ok," he replied, knowing full well that she lied. "When you want to talk about it. I'll be here with open ears."

"Thank you," She replied, having relaxed a little, but still trying to put the words together on what she was going to say to him.

"Anything for you," Spike replied almost unconciously under his breath, just bairly heard by the blushing pony.

For a good while, they didn't say anything to eachother, Spike was too buisy cleaning up the mess in the butique which he couldn't quite figure out why it was, 'not even if a raging bull on a manticore riding a ursa major could known Rarity enough to let go this much mess... I just want to help her in every way i can...'

Rarity on the other hand was making even mroe of a mess then before, just now it was consentrated on the floor around the ponnequin she was making a dress on, frantically thinking to herself, 'I don't want to seem rude, but i'm just looking out for two of my closest friends. But i can't just come out and ask 'are you having relations with eachother.' that will make me seem nosy to say the least. but what id it's more then just kissing. what if they are... no, that doesn't make sense, then why would Spike love me as well... they couldn't... but they still...'

"Rarity, i'm done with... Woah! You sure know how to make a mess..." Spike commented to the mumbeling fashionesta too deap in her own thought to notice him. He didn't want to really bother her, she was working out whatever it was she was bothered by, so he simply took his place and began to clean where he knew Rarity was not using any of the items randomly thrown onto the floor, listening to her as she talked to herself.

"No i can't just... But what if... Should i... oh..." Rarity finally sighed, lowering her head, "why did Twilight have to say that."

Without missing a beet, Spike replied in the soft mannor she spoke at, "and what did she say?"

Still caught in her own worry, she replied without thinking, "that spike is so good with his tongue." Quickly grasping her mouth trying to take back her words.

Spike was frozen, like someone threw a monkey wrench in his gears, "H... how m... much d... did she say?"

She was frozen as well, but having already let the cat out of the bag, she might as well come clean, "she said." Clearing her throat to do the best Twilight impression she could muster, "he's so good with it, I don't think i want to give it up." shepishly looking at her hooves. purposly not mentioning that they had been talking about Spike's love for her or that after thinking about it for so long that it began to arous her. "So i take it that you two have aleady..." She began, not really knowing what to say. He was still too much in shock to reply quickly, but nodded after a few seconds. "So what's this all about?" She asked in a rather stern tone, but still sheepish and stumbeling in shock.

it took almost a few minutes before he finally responded, "well it s... started when we were still in Canterlot, two years ago. She had started readong these books about these things and we... did it with eachother. But it didn't stop there, she said that it was so good for her that she wants to do it every day... so we do... sometimes three times."

She stood blankly at the accuisation... believing that they kiss and that Spike uses his tongue so well that she insists that they do it that often, she thinks to herself, 'there's no harm in a kiss. Right? Plus, i need something to drive away these urges i'm building up.' "Well Spike, I'm not sure i approve, but maybe if i see how good you are, i might change my mind."

He gawked at the stunning beauty in front of him, 'did she just say what i thought she said?' Asking "Are you sure?"

"I don't really see the harm in it... So let me see your... skills," she replies, puckering up for a kiss from him.

Spike was still in awe of the moment when he saw his fantasy come true as Rarity was leaning down to share a kiss with him and asking him to lick her. He quickly snapped back into reality, puckering up as well as they drew closer and closer to eachother, slowly in anticipation as Spike kisses his love, and Rarity looses her first.

After what seemed like forever, their lips met in a burst of passion that neither of them expected. Rarity was stopped in amazement, thinking to herself, 'oh my! If it's always this good, then i can imagine why Twilight would do this with Spike every day.' Leaning into the kiss, intensifying the passion felt by these two as they curled themselves closer together in a motionless dance, throwing their arms around eachother, feeling and caressing more and more of eachother as their tongues wrap around eachother, flicking about in eachother's mouths. She could feel Spike's claw as it flowed almost effortlessly theough her normally delicately curled mane, streightening out as much as his claw could mannage, and massaging her coat, finding every spot she liked over every inch of where he could reach, scratching delicately as not to bruse her with his claws.

It seemed like hours before Spike broke the kiss, seeing Rarity almost in an unconcious state, having not moved a single muscle from when they were kissing. He made his ay to her backside, lightly sliding his finger along her side, letting her know where he is, stopping at her rear and while noticing the light juices alowing from her mound.

She was till in awe from the kiss that she hadn't noticed Spike had even broken the kiss before a new sensation, even stronger then before, started to radiate from somewhere else on her body. She couldn't place where it was comming from, and a part of her didn't want to know, being that it felt so wonderful, she slowly came out of her state and looked around, seeing Spike grasping her flank with his face burried deep in her backside, still not quite understanding that they were no longer kissing when Spike upped the anty, causing her to loose her front legs in sheer pleasure, slamming on the ground on her elbows (rough equivilent anyway).

Spike was trying hard to impress the love of his life, not quite giving his all, but what he felt like she needed to feel, gliding his tongue around her mound, pressing against their lips and even around every part of the inside, avoiding her clit for now. Slowly picking up his pace, he locked his lips around one of the lips, gnetly sucking as he flowed to the other lip, letting it slip out before reaching the other, lapping up the now gushing juices from her virgin hole.

She could not help the moans escaping from her mouth, not thinking streight as she nearly falls over in the sensation flowing through her body, feeling something comming closer and closer.

Spike did not want to tease her like he did Celestia or Twilight, he wanted her to cum as soon as he could. Not letting up as the signs came through that she was getting closer and closer to the edge, licking harder and harder as she neared the edge, and finally, grasping hold of her clit with his tongue as she tumbled over the edge into a volcano-like orgasm. It took nearly two whole minutes before she came down from her orgasm, all that time Spike was planted where he was, continuing what he was doing to start it, waiting for her to stop convulsing, and after she did stop, he let her rear drop to the floor, now laying down completely as he walked up to her head, caressing it with his claws and laying down becide her. "How was that?" Was the only thing he said, in a loving tone as he felt himself fall asleep in this dream of his.

She was exausted, having little sleep the night before, and having such excitement, she fell asleep as soon as Spike did, cuddeling up with the dragon as they laid in the back of the butique's main room for what seemed like hours until she woke up to see Spike nuzzeled up becide her. "So it wasn't a dream?"

"What was that?" Spike replied in a sleepy voice.

"Oh, sorry, i thought it was a dream that i kissed you and it was so good that i passed out."

"Well it was more then that. I made you orgasm with my tongue."

"Was that what it was? I had never felt anything so wonderful."

"Well it can be even better, if you'd let me..."

She was still a little delirious but agreed, thinking about the pleasureful feeling that caused her to colaps. "Just don't be too rough on me."

"I'll be as gentle and loving as i can," he said smiling as he gave her another kiss, keeping it there as he brushed her mane once again and made his way back to her hind-quarters to continue where he'd left off, lapping up the remainning juices and getting her going again before taking her hole for a ride.

She was a little in shock about what he was doing and where he was doing, but the pleasure let her relex, it was the same feeling she had felt before, but before she could feel that pressure build up again, she felt him stop, looking back to see his member sticking streight towards her. She wanted to screem stop, but something inside of her wanted that big thing to slam into her so bad that she didn't even flinch when she saw it slowly slip the tip in. The wave of pleasure was intense, just the small bit that was inside of her.

He pushed as slow as he could, he had known how large to make his member, judging by how much she stretched with his tongue, trying to make everything perfect for her, but he came to her Hynamen, "This may hurt, but only for a moment my darling."

Still a bit in awe from the feeling, she nodded, showing him that she heard him and bracing herself as much as she could for what he said might be. Indeed, there was pain, ripping and tearing as his member plunged into her newliy opened hole, but after the initial thrust, he didn't move, allowing her to get over the pain and feel him. "It's ok, it doesn't hurt anymore," she said after a few seconds, almost impacient that he wasn't moving and glad he cares enough about her not to move before she let him know. He started slowly at first, but with each movement she became aware of the feeling of him inside of her, the size of him was nearly perfectly sized to hug every spot inside of her, filling her up like she had never before even imagined, every twitch he made threw new sensations into overdrive. Looking back at him on the little stool he uses when he's helping around the shop, she smiles before closing her eyes and moaning loudly, "oh Spike! This feels so good!"

Hearing that, he knew exactly what to do, move a tad faster, slowly twist and turn as he was thrusting, letting her moans become faster, louder, harder, as his member slid in and out of her tight, slippery slit. "Tell me what you want."

"I... Oah! I want you to go faster!" And he did, thrusting faster and harder into her now slobbering hole. She felt ever inch of him as it slammed inside of her, scratching an itch she never knew needed to be scratched, comming closer and closer to an even bigger climax then she had felt earlier. "Oh, more! Please more!"

Spike was happy to obligue, not only thrusting harder, but gently, slightly increasing his size to adjust to what she was now 'used to.' "You really like this. Hu?"

"Oh yes! I love it! I just love what you're doing!" she exclaimed, thrusting her hips in tune with his.

Suddenly, he stopped his hips, timing his motions to match with hers so that his cock made mo motion inside her, "is that all you like about me?"

"Don't stop! Please don't stop!..." She begged, trying to thrust her hips getting him to move to no avail.

"Then tell me what else you like about me?" he said in a stern voice, twitching his cock inside her a little for perswasion.

Desperate, she complies, practically begging, "I like that huge thing you have inside of me..." Spike stayed silent, "I like how you feel inside me..." Again he stayed silent, "FINE! I love you Spike! I love seeing you come to my store to help me. I love seeing your smiling face. I love the ways you compliment me. I LOVE YOU, NOW FUCK ME!"

Spike was smiling from ear to ear, happy not only that she said it, but that he finally gets to continue. He wastes no time in pulling his cock almost fully out and slamming it back in as soon as his tip passed where hey hynamen was mear minutes ago, "I've wanted you to say that ever sense i first saw you." He had felt her squees him a little at that comment, "everything i did was just to get you to notice me... who knew i wouldn't get you to say what i wanted until i made you beg for it with sex."

"Yes, i've been a bad pony, I need to be punished," she didn't know where she was getting this, it just came out, and before she could do anything else, she heard a loud slap, and a almost burning pain from her flank.

"This is what you deserve you naughty pony, making me do all this just to get your attention," Spike said with another slap of his claw on her flank, spanking her until her diamonds turned into rubies.

"Yes! Harder! I've been so bad!" She couldn't help herself, she was screeming in extacy, she didn't care who could hear her, she wanted to yell it from the rooftops if she could. She was comming closer and closer to her climax, each spank and each thrust were getting her closer and closer, thinking to herself, 'if only Spike could kiss me right now, then i'd be in heaven.'

He was thinking the same, cursing his small size, 'if only Celestia had granted him with growing more then just my cock, not that i'm complainning.' "Rarity."

"Yes Spike my darling?"

"I'm going to cum! Where do you want it?"

"I want to feel you inside of me as long as i can. Inside please." And with that, her wish was granted, his load came gushing into her like she could not believe, filling her up with the fiery hot liquid and sending her over the edge into her own orgasm, sqieesing Spike's member like a vice.

They had stayed motionless like this until her orgasm subsided and her vice-like grip loosened enough to let Spike slip out of her, both colapsing back onto the now sogging ground. Without doing anything else, Spike crawled up to Rarity's head, grabbed it and kissed her with all his might, and she complied with less energy then they had wanted. Breaking the kiss after a few very wonderful minutes, he looked into her eyes and said, "that's for when i couldn't earlier."

She just smiled and fell to the ground, laying happily in their combined juices, cuddeling him in her forelimbs, "I do love you, Spike."

"I love you too, Rarity."


	4. 03 Fluttershy

It had only been an hour since Spike left Rarity's place after cleaning up their time together. He had been walking around Ponyville with a serious face, contemplating something very hard to think about for him. He felt that he needed to tell somepony, but he knew he couldn't talk to anypony about this... Certainly not in this quiet little town where word spreads like wildfire in a drought.

"Hey spike... what's wrong?" An adorable yellow pegasis pleasently asked quietly.

"Hu? Fluttershy? What are you doing here?"

"Well um, this is my house." she commented, pointing to the house just in front of him.

"Oh, sorry, i'm just distracted."

"Well it sems like you're more then just distracted. Care to talk about it?" She asked, showing him to her house.

"Well, i really want to, but it's not something i can really talk about that easily."

"oh... I understand, I don't want to pressure you into anything, I just want to let you know that I will always be here if you want to talk about it, and i'll never say anything to anybody about what you say." She said smiling in her pleasant tone.

Spike thought to himself, 'maybe i could tell her, she doesn't talk this much to any other pony, i can't even say she speaks to Twilight as much as she speaks to me... but she dose talk to Rarity at the spa, but i can trust her... I suppose i can...' "Ok, i'll tell you, but can we go inside, i really don't want anyone to know about this."

"Oh, sure. No problem." She complied, walking the dragon into her house and sitting him on the living room couch, allowing her to go towards the kitchen, "Would you like me to get you anything?"

"Hu? Oh, no thank you." He replied, still in deep thought of how to explain everything.

"Well i'm going to make some tea, i'll make a big pot in case you want some." And with that, the yellow pegasis disapered from spike's view.

'I could tell her that i have feelings for Twilight, assuming that she already knows about my feelings for Rarity, but that doesn't explain anything. I could tell her that i'm doing things with Twi... but i'd need to tell her that... Oh... i don't know how i'm going to explain this...'

Almost like she was reading his thoughts, Fluttershy sat down next to him, placing the tray of tea on the cofee table in front of them, "Just tell me from the beginning."

Spike looked at her, knowing she was right, sighed and began to tell her, "You see, a few years back, when we were still in Canterlot, Twilight had found a book. But it wasn't just any book, it was a book that talking about some really sexual things..." seeing Fluttershy gasp, he tried to brace for what she'll do when he continues. "And it wasn't long after that, that she started 'testing them out' as she put it. Now I hadn't found out about any of this until i walked in on her with her hoof... there..." Feeling very nervous talking to the almost scared motionless Fluttershy. "Do you want me to stop?" She was still afraid, but being the kind pony that she is, ensisted that he continue if he feels that he needs to get it off his chest. "Well ok, I just don't want to do anything you don't want Fluttershy." With that, she warmed up a little bit, perhaps allowing a part of her to get away from what he was saying and focus on the feeling he was giving her. "So anyway, after i found her... like that, i asked her what and why she was doing that. She told me that the book said it would make her feel really good, and she said it did, but couldn't do anything more then that. I asked what book and she grabbed it from close bye, thinking she might've been reading it while..." Spike paused, looking back to fluttershy to see if she was ok enough to continue, but instead found a confused expression, like she was thinking, 'can it really feel good for somepony to do that?' waiting a few moments, seeing if she even noticed him stopped talking "Are you ok?"

Fluttershy snapped back into reality, "Oh, i'm sorry, please continue."

"So i started reading the book, and it explained a lot of things... Most of it only talked about how to make the other pony feel good. So after reading it, Twilight talked me into doing those thigns with her. We had tried almost everything in the book, but because i was still a baby dragon, i couldn't do all of it." He looked back to Fluttershy, noticing that she was staring at his crotch. Looking down he saw that his cock had a mind of it's own, filling to full mast but still the small size he has around Twilight.

He covered it as soon as he noticed her looks, and she blushed hevily, meakly replying, "sorry, but i think it's rather big for a baby dragon."

"But that's not all. The initial play only lasted a few days, nothing really stuck except for me... licking her. After i did it the first time, she kept saying to me that she needs me to do it to her again. It even got to the point where i do it to her every night."

"Oh dear, that's..."

"I'm not done..." Spike replied in a 'i know what you mean but that's not it,' tone. "I was happy to do it for her... but the trouble actually starts when Princess Celestia called me to her castle by myself a few months later..."

"Did she punish you for doing those things with her? Did she punish Twilight?"

"No... actually quite the opposite. You see, somehow the princess learned about how good i am with my tongue and invited me to show her how good i was." Starting to laugh at the momory, "Apparently i was so good that she had to make a gag for her to stop yelling in pleasure. Silly hu?" Spike asked, looking over to Fluttershy who was sitting in a rather akward position, almost like she was clopping herself but trying not to. "Are you alright?"

She nearly jumped, looking back to him from her crotch, "Sorry, please continue."

Now starting to think twice about telling her all this, he complies, "so in return for my deeds, she gave me a very special gift." He paused, waiting for a second to see if she would ask what it is, "she imbuned her magic into my penis, so i can make it grow to any size i want, and practically forcing me onto her."

She had frozen, not really regestering anything more then 'grow to any size,' "wow..."

"But the thing is, I just can't bare the thought of telling Twilight because she will know what i did with her teacher... I really don't want to hurt her..."

He was speaking to deaf ears, she was too buisy rolling her hoof on her virgin mound for the first time ever, thinking deeply on Spike's member and thinking about it growing to any size she wanted, replying to him in a moan "Yeah..."

"Fluttershy?" He asked, looking to see her deep in her own little world.

"A-hu..."

"Why don't we skip what i need and get you what you need?" He said in almost half-kidding half-'i really need to tell somepony this and i don't care if it makes the problem worse i need to get help' and sexy attitude.

Still in a daze, she replies sexually, "oh i would love that Spike." Leaning forward and kissing him.

he was a bit shocked to say the least, Fluttershy was the one person he thought would never even think of anything sexual, but not wanting to 'rock the boat,' he kisses back, feeling for what she wants and boldly going where no pony has gone before.

She was still believeing that her sensations were only her fantacy until she noticed she could not hear Spike's voice as it was in the background, flashing back to reality to see that she was kissing him! She jumped back sheepishly, "Oh my god! Oh my god! I'm so sorry..."

"It's ok fluttershy. It's alright," spike said to try and calm her down. "I just didn't think you had it in you..."

"Oh... um... i didn't know i had it in me either, it's just when you said that Twilight said that it felt good, i wondered... and it started tingeling... and before i knew it, i couldn't hear a word you said and i was imagening kissing you..." She explained, trying to express her newfound emotions.

"You really take Twilight's word on everything don't you?"

"Yes... i guess i do... probably because She is the smartest pony i know." She blushed.

"And i don't think it'll take someone as smart as Twilight to know that you won't be able to listen until we get all of those urges out of you."

She didn't know if this was another fantasy or reality, but she would've replied the same either way. "Alright" in a seductive tone, almost moaning again as she leaned back in to reconnect the kiss.

This was reality, Spike had started kissing her again, this time driving his tongue all around the inside of her mouth reaching every nook and cranny as he dwelled uppon the action of pleasing her so she can help him. He kissed her harder, flicking his tongue all over her mouth and tongue, making sure she was satisfied at least until he could reach her mound and start on that.

As with Rarity, she hadn't noticed when Spike stopped kissing her, too deep in extacy to know anything anymore, she stays motionless in that kissing motion when she feels Spike roll his claw across her flank. "When did you get over there?" She asked seductively in her giggls and making no effort to stop him, even going as far as to turn to give him more access to her flowing spot.

"Don't you know my tongue works magic? Here, feel what else it can do." He said, playing along with her as he dove into her, showing as much passion and ferocity s he dose when Twilight wants a 'quicky'

Fluttershy was at a loss for words, nothing she had ever experienced before could even hope to begin to describe what she feels, every motion of his tongue, every quench of his lips, every halation of breath even the pulsation of his blood could be felt to her. She was in a state of euphoria, not able to even moan or move of her own free will as Spike drove his tongue deeper inside of her.

Spike was getting impacient, having been going at her for more then ten minutes and feeling no closer to finishing then when he started, he started on drastic measures, focusing on her clit, something Twilight discuraged as it stimulated her too much.

Feeling this new sensation, she moans louder then she believed she could, emminating a low-pitch humm that could be felt by Spike as it flowed through the air as she came closer and closer to orgasm. She didn't know how to describe it, it was like building up to something so fantastically amazing that i couldn't even imagine before it happened as the last surge of pre-orgasmic sensation flowed through her, soon folowed by her exploding orgasm that seemed to catch Spike by surprise.

Caughin back from the sudden rush of juices, he asks Fluttershy, "are you satisfied now?"

Finally finished with her orgasm, she responds, "not yet tiger! I'd like to see how well you use your 'tool' before the end of the day."

Spike was dumbstruck by what she just said, like he had turned on a switch with her orgasm, "ok, you wanna play that game?" He said with a grin as he flexed his cock to a decent size for a virgin, enough to get it in with little difficulty but still large enough to give her a run for her money.

Fluttershy bit her lip as Spike's member slid it's way into her cunt, breaking away the hynamyn with ease, bairly even felt by her as the sensation of Spike's intruding penis overwelmed her, "mmmmm Oahhh... Aahhhhh..."

He didn't really want to draw this out, but the feeling of being inside of the sweet mare, he couldn't help but go slow at first, "oh Fluttershy..."

"Mmmm Spike... you're so big! It feels wonderful!"

"And you feel amazing." The purple and green dragon commented as he wrapped his arms around the gentle mare, clouding his eyes and seeing the yellow pegasis with a cotton-candy mane turn gracefully into the Purple unicorn of his dreams, breathlessly whispering into her coat as tears formed in his eyes, "I'm sorry Twi... I'm really sorry... I love you Twilight... Please forgive me..."

Fluttershy had excelent ears and knew exactly what he said in a near inaudible tone, but she was too far in extacy to register what she heard, only able to moan and tell him commands, "Oah... Faster! Pump Faster..."

Spike was still burried in her chest, crying for the same of Twilight, but that didn't stop him from complying with her wishes. He started pumping harder, faster, longer as he drew more and more out until just the tip of the tip was left in before driving it back into the slippery hole, increasing his size only slightly with each big thrust, bairly even noticable to her.

She was getting close to another powerful orgasm bigger then the first, letting Spike know by her louder and louder moans and hooves trailing down to push him in deeper with the bit of muscle she still had controll over, "Oooh Spike! I'm gonna..."

The convulshions around his cock told him what she was trying to say, she had another powerful orgasm and his cue to shrink his size back to hide in his scales. Spike looked up to her, still sobbing lightly with the scales in his cheeks ruffled and eyes puffed, looking for Fluttershy to turn her head down and hopefuly say it was enough. Her head came down to look at him a few moments later, quickly changing from that of euphoric pleasure to concern and worry as she saw the state he was in. "I'm sorry fluttershy..."

Quickly hugging him and replying in a kind and gentle tone, "It's ok Spike, there's nothing you have to appologise to me for..."

He sniffed, "It's just... I've got a lot on my mind, and this isn't making it any better, in fact, as much as it feels amazing and wonderful, it's hurting..." His eyes started to water again.

She hugged him tighter, moving out from under him so they could embrace more formally, "It's all going to be alright, My urges have stopped, I really want to help you spike... Please tell me, i will really listen..."

He whiped his face, "thank you Fluttershy..."

And so Spike retold her of the events leading up to this moment, including all the inner conflicts and agrivatingly conflicting thoughts, and when finished, she only responded, "oh my..." 


	5. 04 Celestia

"Much good that was!" Spike shouted in aggravation, as he got out of earshot of Fluttershy's cottage. "Well at least I was able to get it off my chest and talk to somepony about it... But still, she could've said at least a bit more than just 'um... I dunno what to say...'" He sighed hard at what he just said, feeling bad about it, "I shouldn't really hold it against her, I wouldn't know what to say to me either..." And with that, he felt a regular feeling of something coming through his throat the opposite way, coughing up a scroll Princess Celestia had sent him.

He opened the parchment which said:

[i]Dear Twilight Sparkle,

I trust that your research in the magic of friendship is going smoothly. However, the reason i am sending you this message is because a matter of royal business has again returned that requires the assistance of your assistant, Spike.

I have sent a carriage to arrive in one and a half hour s time, and let me assure you that the matter will be taken care of within only a few days and he shall be returned to you within the week this time.

Your tutor, Princess Celestia[/i]

After reading the letter, Spike sighed in relief, "Good! She'd be crazy if we were doing any more of that 'camel-sutra' stuff again... I still say we got lucky my wounds healed within a month... Well better get back to Twilight and give her the message, and maybe get at least a little bit in before I leave."

It took a good fifteen minutes before Spike got back into town, still another fifteen before getting back to the library when Rarity surprised him, "Hey there, lover boy..."

Spike jumped, not expecting to see her right now, "Oh, hey Rarity. What're you doing out here at this hour?"

"Oh, I ran out of a certain fabric that got our love juice all over it... I couldn't very well use it for a customer's dress now could I?"

He chuckled at the thought, "I'd think you'd save it for something a bit more... personal..."

She blushed, having already used a portion of it on half of a pair of lingerie she was hoping to show Spike before their next session, "Oh I wouldn't dream of it... so where are you off to in such a rush?"

"Oh, I have to give a letter to Twilight from the Princess, apparently she needs me to come to the castle for a few days..."

"Oh..." She replies in a saddened tone, "So you and her will be in Canterlot..."

"No, just me... Like the time you, her and Applejack had the sleepover..."

"Oh, now I remember. She did say something about you going to Canterlot for 'Royal business' or something..."

"Yes! And that's what's happening now!" Pausing for a second to look her in the eyes, "I would never leave you if I had the choice. You know that don't you?"

Her heart melted, "Oh Spike... How could I ever have doubted you?" She embraced him in a big hug- not a friendly hug mind you- but one that has lots of kisses.

Having the time of his life, he regretfully broken the kiss, "I should really be giving this letter to Twilight..."

"I... I know... just..." she started, but was stopped by his claw to her lips.

"I won't be gone long, and when I'm back..." he leaned in to whisper into her ear sensually, "You might want to close the shop for a few days."

"Alright, and I guess I've also got to go and finish a few things so you can fulfill your promise..." She happily replied through her giggles of anticipation as she walked back to her shop, excitedly thinking about what they'd do when he got back.

Spike was skipping his way to the library. He arrived earlier then he thought, and after opening the door, he was greeted by Twilight, "Welcome to Ponyville's Library, how may I... Oh hi Spike!"

"Hey Twi... I really hate to be the bearer of bad news, but I got a message from the Princess..."

"Oh my... what's wrong?"

"Nothing, except that she needs me to go to the castle for royal business again." He said in a sad manor, not wanting to leave Twilight or Rarity for even one second.

"Oh..." She replied in an equally disheartened manor, "Well, let me see the letter then, and I'll make a reply."

"Alright," Spike said as he gave her the letter. "But you know... The carriage won't arrive for a good hour, we could have a going away 'snack'."

"Oh Spike, you know I'd love that more than anything, but we still have a lot of chores we need to finish..."

Twilight regrettably said as she pointed to the piles of books accumulated around the library.

"Oh... I guess I shouldn't have dallied after visiting Rarity..."

"Well yes, it wouldn't've been half this big then..." And so, the next hour was spent cleaning up the library while they exchanged pleasant looks at each other and a little after they assumed, they heard a knock at the door, "I'll bet that's your ride."

"Alright Twi, I'll see you in a few days." Spike replied as he grabbed his travel bag and kissed Twilight.

"Have fun and be safe!" Twilight yelled as the carriage rode into the air, flying past the village in a matter of minutes, reaching sweet apple acres in near record time. The rest of the journey was uneventful like they always want them to be, arriving at the castle courtyard precisely on schedule, as both Princesses stepped out of the hallway to greet Spike as he exited the carriage.

"Greetings Spike, I'm so glad you could come!" Celestia humbly said.

"Yes, it is most wonderful to see you here Spike!" Luna replied. "What is the nature of your visit?"

"I invite Spike to come to the castle every few months to discuss certain matters with him." Celestia answers, in a more serious tone.

"Oh, I see. Then I guess he won't have much time to do much else..." Luna commented dejectedly.

"Well I am going to be here for a few days, I'd love to hang out with you," Spike happily said.

"Plus it's nearly sundown, so I will be too busy moving the sun and moon to see to Spike. So you two have some fun."

"Yay! Thank you sister!" Luna proclaimed as she grabbed Spike and ran back into the castle to chat with him and play some games.

It wasn't until hours later when Spike was sent to his 'bed' in same guest room Twilight had been in when Celestia saw him again, "Spike? Are you still awake?"

"Yeah, I couldn't sleep. At least not without you."

Hearing that made her heart melt, "aw... Well I'm here now, andIi don't think there will be much sleeping tonight."

"I know. So do you want to get started?"

"Oh, not here, my bed is much more comfortable."

Spike couldn't help the smile emerging across his face, "What if Luna finds me asleep in your arms?"

Celestia giggled at the thought, "Let's just say she isn't a morning person." And with that they both sneaked off to her bedroom, barely passing through the hallways without arousing attention from the guards, and sneaking past the guard at her bedroom door by the classic 'throw a pebble to get his attention', which amused Spike when it worked.

"You know we don't have to do this every time, right?" Spike said whenever they were safe inside the Princess s bedroom.

"But it's so much fun!"

"Heh, can't argue with that!" Spike agreed with a kiss planted on her lips, "Now how about we stop all this talking?"

Celestia just smiled and nodded, leaning back in to an even deeper kiss. She had always loved the feeling of Spike's forked tongue swirling around her mouth and around her tongue, lightly moaning as their lips pressed against each other. The gentle and strong touch of his claws as he guided his hands around her head and through her mane put her into ecstasy, driving her already soaked plot into overdrive. She moved her hoof down, fondling Spike's crotch, waiting for him to increase his size to start the full course she was needing.

"Not yet..." Spike whispered between breaths, watching the royal princess practically beg him, "It may take a bit, I've already done it with three mares today."

"What?" she practically yells, thankful that she has a spell preventing sound from escaping her room. "How... Who... Explain yourself!" Clearly losing most of her arousal.

Spike was in panic, thinking to himself, 'Oh god, why did I say that?' "Well..."

"I'm waiting..."

"Well Twilight spent the night with Rarity after a party, and the next day Rarity asked if I could do those things with her..." Spike started, not noticing Celestia's expression when she remembered how similar the situation was compared to her own, "and it was really good, but I couldn't help but feel guilty, so I took a walk where I ran into Fluttershy," Celestia's eyes widened, never expecting Fluttershy. "I would never have thought she would get so hot and flustered... she wouldn't even listen to me until I fucked her till she couldn't stand..."

"A... And how long ago was this?"

"You sent me the letter as I was coming home from Fluttershy's..."

"You took two mare's virginities today?"

Spike couldn't help but lower his head, becoming sadder and sadder, "Yes... but I still haven t done anything like that with Twilight..." Finally breaking into tears, "I'm a horrible dragon!"

"No, you're not! Only a horrible dragon wouldn't think he is..." The little dragon wiped his eyes, not saying anything as the princess continued, "You care about Twilight enough to cry for her... you bare all of this just to spare her feelings... you are the kindest, sweetest, most generous, and most honorable dragon i have, or ever will meet."

"Really?" Spike asked, sniffling up his remaining emotions.

"Yes, and just for you, I will do anything you want me to do..."

"Well..."

"What is it?"

"I'd like to kiss them when I'm making love to them..." The princess lowered her head and sighed deeply, "What's wrong?"

"I have been looking for a spell to allow you to grow in length just for that reason since we started this. But the only ones I could find were permanent..."

"Oh..." Spike replied, lowering his head.

"However, i have found one that can transform a mare into a filly for a pre-determined time. Making us the perfect size for you..."

"But if you're turned into a filly..."

"Don't worry, only the size of the body changes, nothing more. We will still be the ponies you love and care for, only small enough for you to hold in your hands comfortably."

"That's amazing! But wouldn't I have to have to make a unicorn cast the spell in order for it to work?"

"There's the catch! It's actually a special natural remedy," she claimed as she opened one of the cupboard drawers and lifted a bag out with her magic. "All you have to do is mix this within any drink and they will be transformed into the perfect age for you," she continued, handing him the bag.

Spike excitedly opened the bag and dug his hand in to grab the substance, "What? They're like little pellets?"

"Yes, each pellet lets a pony stay in their new state for ten minutes, and they have no taste, so you can throw as many as you want into even a cup of water and they won't notice."

"How do you..."

The princess giggled, "I poured almost an entire bag, I couldn't taste any of it, and I was a little filly again for almost two days," Laughing at her own pervious predicament, she leaned down to Spike, "But make sure she drinks ALL of the drink, or she may transform back hours too soon."

Spike looks back into the bag in silence, then looked at the glass of water precariously placed on top of the nightstand, "So what are we waiting for?" Celestia almost giggled with glee and anticipation as Spike grabbed a hand full of the pellets and eased a few into the water. The pellets almost instantly dissolved, quickly shrinking it's dark green appearance into nothing, one after another as the last of twelve plopped into the water. The instant his hand was empty, Celestia's magic grabbed the glass and she drank every drop in one quick gulp, slamming the empty glass down and starring into Spike's eyes with a lustful gaze, scooting closer and closer to him and planting a kiss on his lips, deep and passionate enough that Spike closes his eyes to enjoy the feeling. After only a few seconds, Spike felt Celestia's lips change in a strange way, tightening around his while becoming easier to mold with his mouth. Spike opens his eyes, and looks back into the closed eyes of the princess, too entranced in their kiss to notice as his claws reach around her head and slip through her mane again, this time it did not take any effort to reach. His hand continued down her back, swung around towards him, and reached the base of her tail with only a small effort. He broke the kiss, and looked over the young filly in front of his eyes, "Wow..."

"See, I told you. The perfect size." She said as she stood up and looked him straight in the eyes.

Spike blushed slightly and looked away, "I kinda feel like a criminal for doing this..."

"Nonsense. Sure it's a filly's body," she proclaimed as she pushed him down and got on top of him. "But I'm still the same in EVERY other way!" She lustfully finished, aligning his cock with her hoof and slamming it as deep as she could. Spike couldn't describe this feeling, it was like all the other times he's fucked her, all the little keys her pussy has, all the sensitive spots she has, only tighter, and more proportional to his natural self, though he still had to enlarge his member. "Are you doubting it now?" Celestia asked, having been riding him for a few amazing minutes now.

"Ahhhhhhh... Noooo..." Spike complied, too focused on the pleasure to fully respond.

"Now kiss me!" She demandingly shouted, planting her lips on his with amazing force for her small body, practically flattening him on the bed as her hips continued to slam down onto him, both moaning in pleasure into each other's mouth.

The newfound pleasure was growing too much for Spike, as her tongue invaded his mouth like no other pony before; his hips gained a mind of their own and started thrusting deep into the filly's very core in time with her bouncing on top. Celestia broke the kiss, leaning back with her mouth wide open, as if screaming as Spike drove more and more into her, she could not find any word or moan or groan to say, until Spike spoke up, "Oh Celestia! I love you!"

Pulling himself onto her neck, Spike started nipping and kissing as much as his mouth could, which drove the princess over the edge, "Oh my... SPIIIIIIIKE!" She shouted, convulsing around his cock tighter than a vice, which set him over the edge as well, unloading a massive load inside of the filly princess.

After their orgasms subsided, Celestia fell over with Spike still inside of her, nearly falling asleep in his arms, which were wrapped around her in a loving embrace. Spike took his head from her neck and looked into her eyes, "Can we lay here for a while?"

"I would love that," The little filly said with a kiss as they fell asleep in each other's arms. 


	6. 05 Luna

It was well into the wee hours of the morning when the two were woken up by a knock at the door, "Sister! Sister, you will be late in the morning ritual if you do not wake up!"

They had jumped to their feet, in fear that someone had found them cuddling mere moments ago, yet noticing the asking Luna was not yet in the room, Celestia responded, "Oh my, most thanks are in order, my dear sister. i had nearly slept past the dawn."

"Well your welcome sister, but there is another matter I wished the speak with you..." Both Celestia and Spike raised their ear as Spike started Tip-toeing to a hiding spot, "it seems that Spike was not in his quarters when i went to wake him this morn-..."

"Oh there's a simple answer," Celestia interrupted. "Spike has gotten used to waking up long before the sun, in order to prepare my tedious student for her morning. He has told me this before when I met him sauntering around the garden near a year ago."

"Oh, thank you sister. If you happen to run across Spike, tell him I would like to talk with him a moment after breakfast."

"I will sister, but if you start looking now, you'll have a much better chance of seeing him than I will," and with that, they herd Luna's gallops fade behind the door. They waited until she could no longer be heard, "That was close, Spike."

"You're telling me... it got my heart pounding like a bongo."

"Well I guess we should see to Luna's knowledge be correct..."

"Huh?"

"I'm going to teleport you to a remote place within walking distance, just to let Luna possibly find you," She said with a kiss.

"Alright, I'll see you again at breakfast." Spike said with a smile, waving at the Princess as her horn glowed and transported him to a garden on the other side of the castle. As for the rest of the morning, Spike strolled through the courtyard and occasionally stopped to see if the food was being served, not encountering either Celestia or Luna until while watching the sunrise in the east garden.

"Hey Spike, missed ya this morning!" Luna surprised Spike, making him jump from his bench.

"Oh, hey Luna... what's up?"

"You, and I'm surprised."

"Why's that?"

"Because I've always taken you to be the kind of dragon that likes to sleep in."

"Oh, well it's kinda hard when I'm not used to places, and the beds in this castle aren't exactly made for a dragon either."

Luna giggled, "I wouldn't imagine. So is that why you're up so early?"

"Well, that and because I just love the night, especially just before dawn, because I can never stay awake long enough to watch it."

"So you like stargazing, astronomy, and things like that?"

"Nah, Twilight ruined those things for me, being too scientific. I just enjoy the beauty of it all."

A single tear could be seen dropping from Luna's smiling face as she saw Spike stare into the sunrise, "Come on. It's time for breakfast."

With that, Spike jumped to his feet and started walking with the dark-colored princess as they made their way to the dinning hall, meeting with her sister for another hearty meal, "WOW! Looks delicious! I'm starving."

The rest of the day seemed dull and uneventful, the princesses were too busy with royal bittiness to attend to their guest, something about Luna skipping her duties to play with her scaly friend. Spike took the time to catch up on some R&R, waking up for the bathroom or to jot down some thoughts in a code he had made himself to send to Twilight later. "Spike..." Luna whispered into his ear. At first the Dragon did not respond more then a toss in his makeshift bed, then Luna whispered louder, "Spike!"

He groaned, lifting himself up and seeing Luna in front of him, sitting patiently, "Oh, hey Luna. What's up?"

"Oh, nothing... I just had a free minute and wanted to see you."

Spike couldn't help but blush, "oh, well..."

"And i wanted to say something to you in private," Luna said, looking around, making sure nopony else was there and leaning in to Spike. "Will you meet me in my room tonight, after me and my sister are done with our duties?"

"I'd love to Luna!"

* * *

><p>Unbeknownst to Spike, at that very moment, Fluttershy and Rarity were spending their normal ritual of going to the spa, where they took to conversation rather quickly this time. "Oh, I must do something for the little darling, he's such a sweetheart."<p>

"Yes, he is such a nice dragon..."

Rarity paused, "why yes, yes he is... but how did you figure I was talking about spike?"

Oh, um... I just figured, you finally... um... nevermind."

"Oh, no! please tell me!"

"Well... um... Spike... kinda... told me..." FLuttershy clenched, waiting for Rarity to explode on her, but she was silent, "Um, Rarity?"

"YES... FLUTTERSHY," Rarity spat through her teeth, ready to kill on sight.

"It's not what you think... he just had nopony else to talk to, to about his feelings..."

"What do you mean?"

"Well, what I mean is... did you think Spike's... um... thing... was bigger then you would have thought?"

"You know, now that you mention it..."

* * *

><p>Some times later, Spike patiently waited for the Princess in her study on the other side of the castle, "Oh i wonder what Luna's going to play with me this time! I just hope it's not monopoly... that game takes forever."<p>

Then a noise caught Spike's attention. It was a slight tap, like somepony trying their hardest to close a door without making a sound and as he turned, somepony whispered into his ear, "hey there Spike."

"Woah! Hey there Luna, you have to stop sneaking up on me like that."

"But it's so fun!" She giggled, "Plus I had to be sure we were alone."

"oh? and why's that?" He asked, trying to believe she was innocent.

"Because I saw you and my sister last night..."

"WHAT? How long were you watching?"

"Since my sister said 'the perfect size.' I just happened to be flying past the window when I saw it all."

"But I thought she put a sound-proof spell..."

"She had a habit of leaving the window unblocked when I was younger. Now are we just going to talk all night, or am I going to see what all that was about?" The princess proclaimed, thrusting her lips on the dragon's which met resistance at first, but slowly made it's way into a wonderful make-out session.

Spike tried to protest at first, thinking about all the exhausting sessions he's had lately, but he felt he was well rested enough to do almost anything. "Alright Luna! Have it your way!" Spike proclaimed, in an angrily lustful tone as he tried to slam her down, unsuccessful in any way.

Luna giggled at the attempt, "Let's go to my room." Leading Spike out of the study and past a good number of rooms before the guilded door similar to Celestia's room door that was princess Luna's room. "Now let me just make sure we won't be disturbed," She said while turning towards the door Spike had just walked through, closing it with her magic, casting a strong binding spell on it and a soundproofing spell as well. "So why don't we start where fairy-tails end?" Luna said in a lustful tone as she turned towards Spike.

"What do you mean by that?"

"I mean this!" Luna finished, planting a deep and sensual kiss on the dragon's lips as her tongue forced it's way into his mouth. Spike protested at first, but slowly accepted the kiss and started dancing his tongue with hers inside of his mouth, wrapping it and squeasing it as it moved causiously around his sherraded teeth.

It seemed like hours before they broke their kiss as Spike looked into her deeply lustful eyes that seemed almost blank from the extacy of the kiss, "so what now?"

Snapping back a little from her state, the princess replied calmly, "lay on the bed and you'll see."

Almost happily, Spike jumped onto the bed, crawling to the pillows to rest his head as he laid on his back, watching the princess sexily strut her stuff as she motions slowly towards Spike and his throbbing member, "mmmmm... Don't tell your sister this, but ever since i saw you, i always thought you were the sexiest pony in all of canterlot."

Her dance paused slightly as she heard this, turning her face to try and hide her now fully grown blush as she made her final steps onto the bed, "are you ready Spike?" The dragon nodded, looking into her sparkely teal eyes as she dropped her head and started sucking on his cock, slowly at first as her tongue licked it's way around the head and building up speed as she got more and more into her mouth with each bob of her head.

Spike could bairly contain himself from her technique, shouting things like; "oh my Celestia," "you're amazing Luna," and "right there!"

But his plees were said to deaf ears to the princess, she was far too consentrated on his cock as she picked up on the slight twinges telling her where he was sensative and where she could venture further on his member, recieving a sense of pleasure she never thought she could get from just sucking on a cock and moaning deeply on his cock, "this in incredible Spike! You're just loveing this, arn't you?" Spike couldn't answer, it was as if even the smallest motion of his free will would break his consentration from exploding into the princess's mouth as her words vibrated his entire cock while emurged in her mouth. Sensing this, she hums deeper and louder, still making sure spike understands her words, "pump it in me! Fill me with your sperm!" Without a moment's hesitation, Spike did just that, unloading what he felt was the biggest load of his life down her throat, wave after wave with his hands on the back of her head, keeping every inch of his enlarged member in her as her throat muscles swallowed every drop without a second thought.

It took a few long minutes before Spike was finished with his climax, plomping himself on the bed with a huff, proclaiming his thoughts to the colapsed princess through his deep breaths, "wow... that... was... amazing... ... how... did... you..."

"I don't know..." The princess exclaimed, crawling up to the tired dragon, "it just happened... so are you done? Or can you go for some more?"

Spike wasn't exactly shocked, though he was surprised, "just... give me a second... to recover..."

"Fine, but take your time recovering to use on me!" The impacient princess ordered as she turned her flank and sat her pussy straight on Spike's mouth, to which he started working like it was second nature to him. She started moaning almost imediately, complimenting Spike on his technique and wonderful use of his tongue, reaching into places she never knew she had and pushing her nearly off the edge multiple times before lessening, just to push her again, readying her for an ever-growing orgasm. "Oh Spike! No more teasing! Let me cum!" To which he did not agknowledge right away, instead he let her build one last time and fall again to push directly on her most sensitive spots and her clit for a euphoric feeling like what he felt meer minutes ago just before she climaxed heavily onto his face, gushing mare-juice down his throat and onto his face, drenching him inside and out, exclaiming "ooooooh Spiiiiiiikkkkeeeeeeeeee..." as she colapsed on top of him.

After the initial squirt, Spike instinktively shifted downwards to give himself some room to breath as he waited for Luna to come down from her orgasm, of which lsted longer then he anticipated, "how was that?"

This time, she was the one out of breath, rolling off of him and laying next to him, face to face, replying between gasps of air, "that... was... incredible... How... could... you..."

"It's just second-nature to me i guess," Spike answered almost smugishly. "So are you ready for more?" He continued, trying to tease her like she did him.

"Har... Har... ... Just... give... me... a... second..."

"...to recover? I know... i'm just going to cuddle with you until you're ready." Spike finishes for her as he wrapped his claws around her body slowly, cuddeling up with her as they both wrap around eachother.

Minutes pass and Luna finds comfort with the little dragon to be more and more difficult to stop as she had planned for the main course and intended to do it, "alright Spike. I'm ready... do you want to be on top or should i?"

Spike paused for a moment, itching his chin with his claw, "I've never had them on me before... I'm always the one on top..."

"You want to try it?" Luna asked lustfully.

"Hm..." Spike pretended to ponder as a devious smile creeps onto his face, "ok."

Luna quickly complies, pushing Spike to his back with her hoof and planting a kiss on his lips while positioning herself over him. She grabbed his cock with one of her hooves, but found it impossible for her to even get it close to her pussy while kissing him, so she regretfuly broke the kiss and slid her body over his, rubbing her chest and stomach against his hardened dick until the tip was just passing her slit, coinsidentally that was also when her breasts were almost in reach of Spikes tongue. She slid her body back, rubbing his cock along her slit at first, coating it in her juices as she slid back up and pressed hard enough on the tip to poke into her briefly as she slid back down to the base of his cock. "Are you ready? I havn't had anyone for over twelve-hundred years, so it may be a bit... tight," she commented, watching the smile grow on Spike's face as she slides back to the tip and push his throbbing momber inside of her.

"WoaAAAHAAAA!" Spike yelled as the grip within her mound practically strangled his cock, even just the act of pushing it fully inside of her was orgasmic in itself. He tried to brace himself as Luna sank fully on his cock and made her way back up, but he could not help his buckeling in a feble attempt to stop the motion for reasons he does not know. Both of their moans rang through the room, neither could be clearly heard above the other as Luna drove his cock down to it's base, scraping her womb as they rocked against eachother's hips. Spike could bairly hold himself any longer, "I... I don't think i can hold it any longer."

"I... I'm there too Spike... Cum inside me!" Luna yelled, clenching almost every muscle she can as she bounced on Spike's cock one more time, hearing his scream in extacy as he shoots another powerful load deep inside of her, sending her over the edge into her own euphoric orgasm.

It took what seemed like hours before they both cooled down from their orgasms, keeping intertwined as not to ruin the feeling they were sharing. "That was great, Luna," Spike said peacefuly as she smiled at him, both closing their eyes for sleep with Spike's cock still inside of her.

"Are you two done already?" A voice rang into the room from the door they believed was locked, they both looked in shock towards the voice to see princess Celestia standing in the doorway, leaning onto the frame with her legs crossed. She stepped towards the two on the bed, closing the door behind her and locking it, "because i was planning on pulling an all-nighter."

* * *

><p>*author's note* sorry for the delay... long story short: MAJOR writer's block (both mental and physical) including my girlfriend not wanting me to write clopfics, especially about her least favorite pony: Rarity (which was the main one i was intending to write about while wanting to write for the sake of having stories about spike with almost every ponycreature)

PS Yes she is a pegasister, and i'm the one that introduced her to MLP:FiM 3


	7. 06 Applejack

It had been almost a week since he gotten back from Canterlot and he mad made sure to fulfill his promise of days worth of love making with Rarity while making sure to please Twilight a good number of times, even getting another session with Fluttershy, but rather then that he could've passed this week as any other week as he was currently helping on the farm of one of his other friends, Applejack.

"Thanks for helping me there Spike," the southern pony said with her usual twang as she dropped the last empty barrel down in the shed. "I don't know how long it would've taken me if you hadn't offered to help."

"T'wern't nothin," Spike joked, tipping an imaginary hat. "You know I'm always willing to help out one of my friends."

"Well that's mighty kind of you Spike. You wanna come in for some refreshments?"

"Sure, I'd love to." Spike replied, following her into the house and paying particular attention to Applejack's flank, imagining what the muscular work-horse must feel like on the inside while paying moderate attention to his surroundings. After they entered the house it was clear to Spike that it was only him and her for the time being, "Where is everypony?"

"Oh, Granny's off in phillydelphia talking to one of our clients, Big Mac's working the north-west field today so he'll be gone most of the day and Applebloom's at school, it's just you and me," she replied pleasantly as she looked around the kitchen for some drinks with Spike in the next room. "You want some AJ, OJ, Milk, or tap?"

"I'll take a glass of milk please." Spike replied seeing Applejack nod her head as it darted back into the kitchen, leaving Spike to ponder more about her muscled flank, or more specifically what it would feel like, and if she was a virgin like Twilight, Fluttershy and Rarity.

But his imagination was soon dissipated when she came back into the room with a glass of milk and applejuce, giving the white glass to Spike and sitting on the couch to sip at her glass, "so how was your visit back to your home town?"

"Um... it was good. I got to see some of my old friends and stuff..."

"You think those city-folks would like my apples?"

Spike was taken aback but not surprised when she said that, "well I think they would be too snooty to eat them, unless you 'fancy them up'."

"Oh, yeah. Like at the Galla?"

"I'm afraid so. So how was everyone while I was gone? I only heard from Twi and Rarity how they were doing..."

"I've been doing... ok i guess," she replied in a slump that Spike noticed immediately.

"Just ok? Is there something you want to talk about?"

"It... It's just... It's personal..."

"Well I can understand if you won't want to tell me, but I want you to know that I'm always here for you and I'll never think anything different about you, no matter what you say," sipping another mouth full of milk.

"That's mighty kind of you, but... I just can't..."

"You know, it always yelps to talk to people about these things..."

"Oh... alright..." She began, but said something inaudibly quiet to him.

"Um, can you repeat that? I didn't hear you." Hesitantly, she repeated, just a bit louder, but Spike was still unable to make anything out. "One more time, a little bit louder this time?"

"I... I've never had special somepony."

"I... I thought you weren t... that concerned about things like that..."

"I... I'm not... it's just... a girl needs to be held... and... stuff... every now and again. Is that so wrong?"

"No, it's perfectly normal... I get that feeling a lot too."

"Y... you do?" she asked, slumping a bit on the couch, looking at him.

"Yeah, we all want to be held, to feel loved... to be kissed," he went on, trying in vane to look away from her tempting eyes.

"Well, since it's natural..." she started, leaning towards Spike. "It wouldn't be wrong if we did a little... relief."

"Uh... what do you mean?" She didn't answer vocally, she kept her eyes planted on his and stood up, walking over to him, dropping the glass on the floor and kissing him with a hoof around his head, keeping him planted on her lips. "MHMMMH... mmm," Spike cooled down from his panicked reaction to enjoy her strong lips caressing his scaly ones and began slipping his tongue around the inside of her lips surprising her at first but not stopping him.

She was feeling a new form of feeling she never thought possible, his lips were rough and hard, but soft and slick at the same time while his tongue messaged her mouth making her moan if she could. While her tongue was stuck in the back of her mouth, hesitant to do anything more then keep it where it is as his tongue found it. Her tongue jumped as his touched hers, but slowly came back as she gently felt the texture of his slick, forked tongue as it softly entranced her novice tongue, gradually playing with hers more, getting her used to the feeling when he was forced to break the kiss and gasp for air. "Wow! That was... I don't have a word for how amazing that was."

"Honey, you haven t felt anything yet!" He replied with a devious smile that she blushingly smiled back to.

"Well then show me what you've got," leaning in for another kiss when his hands wrapped around her head quickly with his claws stroking through her mane as he kissed her deeply, catching her off guard when his tongue wrapped completely around hers and his claws massaged her ears and scratched her neck in the ways that took him years to find and perfect. He was comforted to hear and feel her deep moans as her body limped itself into what felt like a pool of her former self, stopping to ask if she was alright.

She didn't respond right away, having fallen down fully on the floor with only her head raised in Spike's hands, "you weren t kidding, were you?" Spike smiled, chuckling while trying not to laugh at her when she smiled and chuckled as well, before they fell silent gazing into each others eyes, "Spike?"

"Yeah?"

"Can we... um..." She blushed, looking away for a moment before cutely replying, "can we do more?"

"I'm not going to force you into anything, do you really want to?" He asked, trying to ensure that she wanted this

"I... I do." She replied weakly, "just be gentle."

Spike smiled a warm, caring smile that eased her a bit as he brushed his claw across her cheek as he moved down her body, gliding his claw all the way to her flank. She watched him as he went around her, expecting him to jump onto her and fuck her immediately, and her suspicions were encouraged a bit as she saw spike dive down a bit as he went directly behind her, but she jumped as his tongue made contact. "Are you ok?"

"I'm fine... You just surprised me is all." Applejack replied, blushing harshly at her actions and waiting for him to continue.

"Alright... just don't buck me, I'm still recovering from when Twilight did it a while back... Celestia knows how long it will be to heal from one of your strong kicks," he joked, massaging her muscular flank in preparation for another go as she blushed and gestured him to continue. He took it slowly this time, suckling on the lips gently as he moved from one to the other, massaging them in his lips. Spike could hear her moans she was attempting to quarrel, giving him the sign to take it a bit deeper as his tongue slid out and licked the entire length of her slit at once, sliding up and down like a belt of pure pleasure was gliding on her most precious place while avoiding her clit for the moment. As Applejack's moans rose to that which she no longer tried to hide, she wanted him to continue yet desired something more at the same time as she could feel a new sensation grow inside of her.

"Oh my god! Spike!" She yelled in extacy as her from hooves gave way and slammed her down on the floor from the feeling of her first orgasm. She panted for a while before looking back at Spike who was just popping his head around to gaze into her eyes, "that was amazing."

"And that was just the beginning."

"Well if that was just the Appetizer, I can't wait for the main course..." She began, but stopped by Spike.

"I think we should continue in your bedroom."

"Why's that? Applebloom and mac ain't gonna get back for at least a few more hours..."

"Well the traditional place to make love is on a soft, comfy bed, and I want to do everything perfect for your first time."

She couldn't help but blush and look away from the dragon, pausing to collect herself from falling for the little dear, "Ok... Follow me." She tried to get up, but her legs felt like jelly as she tried to walk, and felt his claw on her side again, rubbing her flank and calming her down more then she will admit, "come on, we're burning sunlight."

They make their way up the stairs, round the corner, down the hall, and the second door to the left marked with a sign saying "AJ" surrounded by red apples on the decorated piece of wood. They made their way in and after Applejack closed the door, she looks back at spike who's already sitting on the bed. "It's a pretty nice room you've got AJ," he comments on the bare room with little more then a dresser, a chest-box, and a bed. "Why don't you come over here and get comfy," he said, patting his claw next to him on her bed while a warm, gentle smile radiated from him.

She complied almost reluctantly as she slowly walked to her own bed with her mind racing, looking down at the dragon she had always thought was both cute and robust with his constant assistance with everypony from Twilight to Lyra and even carrying his weight around the farm, which most ponies could never do. She has always thought about how he could be so small and so strong, thinking about feeling his muscles whenever he was around and realizing she would get her chance to feel every inch of him as she sat down next to him. "S... Spike?"

"Yeah AJ?"

"Can I... Um... do whatever you did to me, first?"

"Sounds fun AJ, let me just lay down first," Spike replied, scotching back enough to swing his legs up onto the bed where he crawled around her to her pillows, laying outstretched with a smile and an open body without his hard-on poking out for now.

She blushed as she spun around and look at him, wondering where to start when she rolled herself upright and started with a simple kiss on his lips, again feeling the hard and flexible wet scales on her moistened lips, retreating only to lower herself down to kiss her way down, giving her an opportunity to feel him with her hooves. As her lips kissed along his chest, her hooves examined his legs, feeling the solid mass of muscle harder then the stones she knew he loved to munch on, arousing her even more then she understood even how as she finally kissed at the opening scales she knew was hiding his member, "it... are you?"

He was too far in bliss of her kisses to hear her at first, but leaned up when he noticed she stopped, seeing the problem, "sorry, I was too entranced by what you were doing. Just a second." He closed his eyes for a second, expanding his cock from the small size he usually used to hide his involuntary boners from his friends, slowly to a gracious size he thought would be perfect for her strong hips.

She gazed in astonishment as from the little crack in his scales rose a draconic cock that would rival even her brother's when she got an unexpected view. Her jaw rested on his outstretched leg a good distance from where her head was as she raised a hoof and felt the massive member to see if what she was seeing was real as her hoof grazed his throbbing member with care and excitement. Feeling the hard texture of the beautiful thing in front of her, 'wait, did I just say it was beautiful,' she thought to herself, looking again at the massive member and its powerful appearance and again admiring its beauty. She unconsciously stuck her tongue out and moved closer as if in a trance as she began to lick the length from his base to the tip, "mmmmm."

"Enjoying the taste?" Spike asked after a few moments of Applejack paused with her eyes closed and his taste in her mouth.

She quickly snapped back to reality, "sorry... I just... um..."

"It's alright AJ. If you want to..." He started but was interrupted by her mouth enclosing him with a skill even Celestia couldn't match, sending him into a fit of ecstasy he could hardly imagine before, the smooth workings of her tongue all around her mouth as she lightly scraped her teeth along him perfectly while she sucked him vigorously in her closed mouth, breathing onto his base through her nose.

Applejack herself could not explain it, it was as if she needed to have it in her so badly that she could not let it out of her mouth, enjoying the very feel and taste of each pulsing inch, sliding in her mouth with her tongue. She moved one of her hooves to her mound and clopped vigorously as she played with him in her mouth, pausing only to regain her footing.

Spike was in heaven, an indescribable pleasure engulfing his cock which happened to be by one of the most beautiful ponies he's ever seen. But that was soon to end as he could feel his climax quickly coming, "A... APP... APPLEJACK!" he could barely make out through his moans.

She too was feeling the growing pleasure build to the limit in her loins as her hoof found the right spot and her tongue wrapping around him again, feeling a new wave of strong pulses in his member that both threw her over the edge and instinctively relaxed her throat to allow the viscous liquid down into her, keeping just enough to fully enjoy the taste of his fluids. She slowly retracted from his cock, letting a light 'pop' as his member fell back down to smack his belly and sloshing his seed in her mouth. "I have to say that was the best darn thing I've ever had," she comments, moving herself up to lay with Spike, still splayed from his orgasm.

"Th... That was... amazing... AJ..." Spike said, trying to catch his breath while gazing into the lustful eyes of his latest tail.

"So is it time for some rutting now?" She said bluntly, causing Spike to flinch.

"Yeah... But I'm kinda..." He said between breaths.

"I got ya," she said with a wink, kissing him passionately as she rolled on top of him. "You're wanting me to do the bouncing."

He had to admit that he never thought of that, he was usually the one to do the work, maybe having her jump on him would be great. "Yeah AJ. Just don't hurt yourself."

"It's gonna take a lot more then this to hurt me!" She smiled as she lined up his member and slammed down, "well... maybe I'll just start a little bit slower."

Spike saw her wench lightly in pain, thinking he made himself a bit larger then he should have and contemplating shrinking just a tad to ease her, but seeing no blood or intent on stopping made him reflect. "Well then let me help a little," he asked, moving his claws towards her breasts, rubbing them along with her furry chest.

She was still adjusting to the first thing to have every entered her, hurting only as much as it stretched her as she breathed heavily over her lover, ignorant of the claws massaging her, "just... Just let me... get used to... Ooooah..." She moaned as she flexed onto his member involuntarily, causing it to press onto her sides perfectly, allowing her to now feel his hands work all over her front. "Oh, Spike. Your claws feel wonderful..."

He took notice that she was still not moving on his cock, but moaning lightly, "that's what everyone tells me." Seeing her moan in agreement he gently rocked his hips lightly, causing him to move slightly less then he would if he would simply had twitched.

She had felt nothing like it, it was a bit like when he was licking her, but not at all, as it felt as if she was being filled with something she never knew she was needing and it was pleasuring her with every motion. "Ooooh... Spike..." She purred, rocking her hips to imitate Spike's motions becoming more and more rapid and long, "Oh sweet Celestia! This is amazing!" She began stirring more and more violently, lightly bouncing on him as she felt she needed to, eventually finding herself naturally slamming her strong legs up and down the full length of his member and overshadowing Spike's moans of pleasure with her own.

"A... A... App... APPLEJACK! I... I'm almost..." he pleaded to deaf ears that were more focused on her own growing climax that was even bigger then the one she had minutes ago. He clenched as much as he could, attempting to prolong the inevitable, but her tight, muscular, and juicy mound along with her sexy moans was proving too much as he found himself crawling closer and closer to the edge, tipping over it in record time. "AJ..."

Applejack's moans were to the point where she was screaming as she slammed down onto his member, but when she felt his hot seed spilling into her, she could no longer hold back, "OAH! SPIKE!" She slammed down one last time, climaxing as soon as she planted her hips onto his base, collapsing on top of him without letting him out of her.

For the next few minutes the only sound was their heavy panting, Spike into Applejack's chest and Applejack into the pillow Spike slid down off of, which allowed Spike's thoughts to wander again, 'I never knew applejack was... such a nymph!... I thought she would've been more collective like... Twilight...' Just the thought of her brought his memories back, his conflicts, his emotions, even shedding a single tear as he tried to hold back the flood.

Applejack felt him twitch underneath her, almost like a sneeze but short and rapid, like he was crying. She lifted herself up, revealing the lightly sobbing dragon, "Spike?"

Feeling her now chest now off of him, he sniffled, wiping his noes with his arm, "s... sorry AJ..."

"What's wrong?"

"It... it's nothing..."

"Sure don't sound like nothing," she replied while climbing off of him and laying down next to him. " Common, you can tell me."

He hesitated about telling her, thinking about how much she might hate him for what he was going to say, or what he even could say. "It... It's complicated..."

"Well it sure sounds like it's bugging you, and even if I understand it or not, I know you need to say it."

He sniffed again, thinking about what he was going to say, "j... just promise you won't get mad."

She was taken aback by this, but agreed, "I promise I won't get mad, just tell me what's wrong."

"I um... AJ?" He waited for her response, but soon continued, "You weren t my first..." This was the part he dreaded, waiting for her to buck him and stomp on him... but after a moment of silence, she opened his clenched eyes to see a smiling applejack. "Y... You're not mad?"

"Honestly Spike, I'm a bit ticked you didn't tell me sooner. But I can't really say I thought you were a virgin with all the things you did and all... So who was the lucky mare to get you?"

"Well..." Spike started, causing Applejack to wonder. "It wasn't just one..."

"You mean you had two at the same time!"

"No... well once... but that's not the point... I've... I've done it with 5 oth..."

"FIVE! YOU MEAN ALL THE OTHER ELEMENTS!"

"NO! no no no no... only Rarity and Fluttershy... and technically it was only 4... Like I said, it's complicated."

"Wh... Well, what do you mean it's complicated? and why were you crying?"

And so he began, telling one of his most honest and loyal friends about how he and Twilight started, how Celestia found out and her reward, how he got Rarity, how he went to Fluttershy and how she reacted, how Celestia brought him back to the castle and why she did, and how Luna wanted in on it as well. He even mentioned the conflicts of how he was going to tell Twilight about both of his gifts from Celestia. "...and that's everything AJ," he finished, looking down at his covered feet waiting for Applejack to respond.

She was taken back by all of this, unsure of how to respond, now knowing his guilt, his anguish, his confusion, his frustration, and everything else he was trying to overcome, "well... you want to know what I think?"

* * *

><p>Author's Note: Sorry for the wait, but I've had a few things happen in my life... My girlfriend left me without any reason (that I ever knew) and I really don't want to talk about it right now... anyway I've written a part of this before finishing the luna chapter, so I was able to work off of it without my emotions showing that much (i hope) and I was really just finishing this for you guys, the ones that enjoyed reading it and expecting it to continue... Bronies forever!<p>

Oh, and PS my editor has failed me yet again, and so again I give you the 'raw' version...


	8. 07 Sweetie Belle

"You know what? AJ's right..." Spike said to himself as he walked back into town. "And that's just what I'm going to do!"

"Heeey, Spiiiiike..." a soft, almost angelic voice hummed from his side.

Spike turned to face the pony that called out to him, already having a good guess of who it was, "Sweetie Belle? Hey!"

"Hey Spike... I was wondering if you could help me for a minute?"

"Well... Um..." Spike paused, he was never one to ignore any of his friends, but he knew he had to go to Twilight as soon as he could, "well... I'm kinda..."

"Please Spike... It'll only take a second."

"Um..." Spike paused, "alright... What do you want me to help you with?"

"I need you to help me move something really quick," she replied, pointing towards the dark alleyway that was next to them.

"In there?"

"Yeah, Rarity... um... wanted me to get some... uh... stuff! And I took this rout... and now I need your help." She knew she was not as convincing as she thought she would be, but quickly putting on her cute face, "please?"

"O... K," he replied, making his way towards the ally. "So what does it look like?" He asked as he poked his head into the darkness for an exploratory view.

"You'll know it when you see it!" She replied mischievously as she followed him into the darkness.

He couldn't see anything, barely making out figures in front of the minimal light he could see from the back of the ally, let alone something like Sweetie could carry. "I can't see anything," Spike commented right before he saw some light from behind him. "Thanks..." was all he could get out before he was knocked unconscious.

"I'm sorry Spike, but I need to have a word alone with you," Sweetie said with her magic still glowing around the stick she used to hit Spike with.

* * *

><p>A while later, Spike came to. He quickly noticed the pain in the back of his head but as he tried to put his hand to sooth it, he realized he was tied up to a chair in a darkened room with the only light he could see was the one shinning directly at him and the table in front of him, "wh... what's going on?"<p>

"Well, well, well... look who's finally up!" A voice replied to him slightly aggravated and sarcastic.

"Wh... Who are you? What's going on?"

"Who am I?" The voice replied quietly. "Who am I?" It rang louder. "WHO AM I?" It screamed, "I'm the pony who's sister you raped!"

He froze in shock, thinking hard to himself, 'r... r... raped? I would never do that... would I?' Finally he regained himself enough to barely ask, "what? I would never do something like that!"

"Yes you would and you did! I saw you hitting her until she cried!"

"I... I would never do..."

"Don't even pretend! I saw you spanking her! I saw how red you made her flank! I saw it!"

"S... Sweetie?"

"Oh! Now you recognize me! How many others have you raped if it took you this long to remember?"

"I never raped anyone!" Spike yelled, finally getting used enough to the light to make out where Sweetie is.

"Bullshit!" She replied quickly, letting her tone drop to a more serious one, "it's hard not to notice how different she is now... I even saw her crying on her bed the other day!"

"Wh... Wh... What?" Spike replied speechlessly.

"You didn't know? Well why would you... you're just in it for yourself!"

"Th... That's not true..."

"Oh? And just how is it not?"

"B... Because she was begging me to do it..." He almost cried with his chin in his chest.

"Wh... What?"

"She even said how good it made her feel... she didn't know why it did... I was just trying to make her feel as good she she makes me feel every time I see her..."

Sweetie was perplexed, "h... how can something like that feel... good?"

"She didn't know why she liked getting spanked, it just..."

"No..." she interrupted softly. "How can what you did to... um... with her... feel good?"

He was taken aback by the question, not even imagining why it would feel good. "I... I don't know. It's just that every time I do those things, they really like it... and that's why I do them... when they let me... but I don't really know why they do..."

"They... They really like it?... What did they like about it?"

"Well Rarity loved the way I kissed and the way I used my tongue."

"Y... Your tongue?"

"Yeah, apparently she was enjoying it too much to even notice when I stopped."

"R... Really?"

"Yeah... she only noticed when I started using my tongue to pleasure her..." he snapped his mouth shut, hoping the little filly didn't hear and understood him for what he meant.

She looked confused, yet intrigued and asked in a more sexual tone then she probably meant, "use your tongue to pleasure her...?"

'damn it' he thought to himself before admitting a sigh, "yeah, I was so good apparently that her legs gave out on her..."

Sweetie was now lost in thought, completely forgetting the reason she captured Spike and falling into this new-found desire to learn more about this alleged pleasure, "r... really? Do... Do you think you can... I mean... can you show me?"

Spike knew he shouldn't be shocked by this, especially with the series of events recently, but still it shocked him with the fact that it was such a young filly, and a relative of the most beautiful mare he's ever seen, "I... I can... but it's really something you should only do with your special somepony." He caught himself on his own words, clearly not doing that himself, but wanting her to be better.

"Well... you're not a pony... but... you are rally cute..."

"Wh... What? ... um... What about your sister? Rarity?"

"What about her?" She replies lustfully, drawing closer to him, "she doesn't have to know."

He was helpless, he couldn't move, he couldn't think, he was only able to give in to her demands, "o... alright... but can you untie..."

"Nope. You only said your tongue," she began in a matter-of-fact fashion. "So you're fine... just. the. way. you. are."

She was now mere fractions of an inch from his face, he could not help but further his thoughts of her beauty, one more natural of Rarity's but still almost as alluring, "wh... what are you going t..."

She stopped him with a passionate kiss, closing her eyes and taking in the strangely addictive sent of his scales, enjoying every instant of her kiss, yet feeling it could be better.

It took him a few seconds to accept what was happening, she was fiercely kissing him after tying him up and forcing him to answer her questions, expecting him to pleasure her out of the blue. But again, he didn't have a choice, he decided to have some fun while he could, sliding his tongue explorationally across her lips to see how she reacts.

She had felt the slimy thing slip along her lips, making her flinch at first, but realizing it was his tongue quickly allowed him to work with it, allowing him to slide his tongue through her lips, sensually teasing her tongue, and pleasantly rubbing inside her mouth. She found herself at a loss for words, nothing could describe the sensation of his lips, his tongue, everything about him seemed to drive her sensations into overdrive, now understanding why her sister would do those things. She broke the kiss for a gasp for air, unable to think clearly enough to form a single word, "aaaahhh..." Seconds flew by and she finally regained herself, "wow Spike... That was amazing." she thought back, remembering what he said about using his tongue not for kissing, "but what about the other thing?"

"Other thing?"

"The other thing you said you did with your tongue?" His eyes went wide, clearly thinking about what she meant, even though she really had no clue, "so what do you need me to do? So you can do it?"

"Hu? You want me to..."

"I don't know... I don't know what you said you did with your tongue... and I want to know!"

"O... Ok... in that case..." he blushed, knowing what he was about to ask. "I need to you show me your... um... your Vulva."

"My what?"

"Th... That thing between you legs... under your tail?"

"You mean... my ass-hole?"

"No... not unless you want me to... but the slit under it."

"You mean where I pee from?"

"Yes, but it's not really... look. You want me to, or not?"

She paused, looking down to the side, thinking intensely about how gross it was... but he knew it would make her feel good... and at least it wasn't her mouth somewhere like that... "O... alright. you want me to stand in front of y..."

"Actually, why don't you lay on your back on the table and let me lick it that way? It'll be much easier."

She thought for a moment, 'it would be easier, not having to untie him or anything. Heck, this way I don't even have to move him!' "alright... Just give me a second to get something to climb onto... oh... this will do fine!" she claimed as she moved a crate into the light, it read 'Fresh from Golden Harvest' on its side.

It wasn't a good light and pointed oddly at him and the table, shinning on her about half way down from her chest, leaving her head in the dark, he couldn't complain but he couldn't help complain about better lighting, "good. Now I need you to slide down until I can touch it..."

"I know!" She yelled, finally getting comfortable on the table, finally starting to slide back towards him, "Just give me a second."

He saw her squirm, shifting herself slightly at a time, slowly moving herself towards him. He clenched his body, leaning forward to see if he was in reach yet, only to be disappointed when his chin hit the table next to her tail, "just a little bit more..." his nose could now smell her quite clearly, not aroused, but slightly hinted as the smell of her fur filled him as she scooted closer and closer. She was now close enough where he could touch her mound with his nose, 'a little bit more.'

'I should have laid down closer to him... that way I wouldn't have been moving so uncomfortably... this had better be worth it!' she thought to herself as she inched closer, loosing her resolve with each second when she suddenly felt it! It was like nothing else she's ever felt before, the same slippery, wet, and smooth tongue that danced in her mouth was now sliding across her slit, pulsating and wiggling to please her like she never knew possible. "Ooooah! Spiiiiiike!" was all she could say as he uncovered her clit and slid over it gently.

Her moans of ecstasy were music to his ears, enjoying it more then he wanted to admit, but enjoying it none the less as he maneuvered his tongue through and around her pussy, making sure to only gently flick her clit as his tongue spread her hole caringly, 'why do all of these mares want to have sex with me? Did I get a wish granted or something? Was it something I ate?' His thoughts continued as his tongue was now pressing against her hole, beginning to open it slightly and slither inside, careful not to break her hymen as his tongue wrapped itself around the walls he could enter, finally allowing his lips easy access to her lips.

"Ah," she yelped as he started sucking on her suddenly, along with the sensation of his tongue pressing inside of her, as if it was just starting to fill a breath she never knew she was needing to breath. She wanted more of this feeling, to feel that full breath, but alas, she felt the barrier in his way, but forgetting all of it when he found her clit again with his lips, sucking on it and massaging it between them, causing her to scream as a new sensation rocked through her entire body.

He could feel her climax, and letting the pulsation die out along with the light build-up of juices. He waited for her to finish before taking his lips off of her lips and retracting his tongue, "so how was that Sweetie?"

She heard him, but couldn't answer, she wanted to lie there for ever, "that was amazing..."

"Good! Now can you let me go? I really need to go home!"

She sprang up quickly, facing him and covering him from the light with her body, "no! you can't go now..."

"What! What else do you want me to do!"

"Well... um... I want you to... fill me up..."

"What?"

"You know. Like you did with Rarity... but without the spanking."

"You... You want me to take your virginity?"

"Um... I guess... I mean I just felt so good with your tongue inside of me... and seeing you with your thing inside of Rarity, I finally understood! And I want to do it with you!"

"Well... um..." his mind raced, trying to think of any excuse to stop this, even going as far as making himself too small or too big for her... but who knows what she might do if she's not satisfied... "Oh, alright..." He defeatedly exclaimed while drooping his head away from the filly as she rolled herself carefully off the table, whispering to himself, "it's not like I have a choice in the matter anyway."

Sweetie, now upright on the ground, was intensely thinking, 'I know something on him is supposed to go inside of me... but what? His tongue? no, probably not... His claws? NO! That would hurt!... His... tail?'

Seeing her obviously confused face and looking over his body, he sighed and grew his hardened member to a decently small size for her and made a gesture towards his crotch, "it's... down here."

"What?" She replied as she was snapped out of her thoughts only to now notice the throbbing member in his crotch, "th... that wasn't there a moment ago."

"Yeah... I just let it out of my scales a moment ago."

"Oh, well..." she started, walking towards him and straddling herself onto his lap. "I guess we should get started then," stopping any rebuttal from him with a deep kiss as she lifted herself off of his lap and guided him inside of her with her hoof. The initial pain was intense, she couldn't understand more then it was why his tongue didn't venture deeper, letting out a whimper as she stopped the kiss.

Spike knew exactly what happened, having been through this three times this month, one of them just a few hours(?) ago, "it's ok Sweeite Bell, the pain will go away soon."

Her whimper remained, though comforted slightly as the pain dwindled as he said it would, now allowing her to feel the fulfilling feeling of his justly sized member within her, "th... thanks Spike. It's not hurting anymore." She started to move, getting more comfortable with how she was on top if him when she noticed how great it felt moving inside of her, but still cautious and moving only slightly as she wiggled on top of him.

He could clearly hear her growing moans, and although his hands were bound behind the chair under the backrest and his legs bound to the legs of the chair, he still found enough freedom to rock his hips, timing it to fill her even more pleasantly, "so how is it Sweetie Belle?

"It feel really... good."

"Just good? Well why don't you try bouncing up and down on it?"

She took him by his word, lightly shifting herself off of him and pressing herself back down, turning herself harder and harder with each bounce, "Oooo, Spike you were right! This is amazing!"

Finally rid of the burden of paying definite attention to Sweetie as she didn't wait for a response to moan on his member, he drifted into his thoughts while faking a face of interest and pleasure, one that he admittedly used a number of times with Celestia when he wasn't in the mood. Almost immediately his thoughts were about his capture, 'she was so worried about her sister, seeing her act strangely... even... crying? ... If I had known it would make her cry...' his thoughts caught up with him, going back to Twilight, 'that's right... I still haven't done anything with her yet... Oh! That's right! Now what did Applejack say again?' He tried to think back, but the bump on his head clogged his memory momentarily as he recalled what she said.

_"well... you want to know what I think? I think you should go and tell Twilight the truth... well maybe not the whole truth, but the truth none the less..."_

_"Wh... What do you mean AJ? tell her the truth, but not the truth? What?"_

_"Sheash... have to make this difficult don't ya," she replied and rolled herself off her bed, making no effort to hide her overflowing hole. "Just tell her that you love her. Tell her you want to... um... what's a nice way of saying 'buck her'?"_

_"Make love to her?"_

_"Perfect! Tell her that! And if she says anything about your size, just ignore it and get her onto the bed. Get on top of her. Give her the most passionate kiss and while she's lost in thought... buck her like crazy! ... She'll be too far amazed to even care for practically the rest of the day! I guarantee it!"_

_"R... Really?"_

_"Of course... Would I ever lie? Especially to someone like you?" She blushed as she leaned down to him, kissing him with a lingering passion as she left her room, leaving Spike on her bed._

Now replenished with his formerly found resolve, he woke back into reality to see that he was still being ridden by the infatuatious Sweetie Belle, now close to her orgasm, "oah! Spiiiiike! I'm getting close to something!"

'good!' he thought, 'it's almost over.' "Kiss me Sweetie!" He demanded, knowing it would wind her drive faster.

She didn't delay a single second, almost like she was wanting to do just that the whole time as she was still practically jumping up and down on his member, enclosing her hooves around him and kissing him with all of her might. She wasn't sure why, but even though the kiss was heavenly with his wonderful piece buried pleasantly deep inside of her, it was his smell that gave that last kick over the edge, tightening nearly every muscle in her body and causing her to pull back from the kiss screaming his name, "SSSPPIIIIIIKKEEEEE!"

The room fell silent, only the heavy panting of the white filly pierced the quiet darkness as Spike waited for the last remaining convulses to diminish, "Sweetie Belle?"

"Yeah Spike?" She responded rather slurry, facing him for another round of kisses before he could respond.

"Can you untie me now?"

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><p>Author's note: I am breaking the tradition of the birthday gift, because I'm giving you all this as a special present on my birthday (July the 8th) and even though I admit that it is not my best work, and true I have only started it a mere three days ago, so I had to do the editing and spelling myself -.- , but none-the-less it is a gift that you all have been waiting for...<p>

Plus with this chapter out of the way, I can finally give my full effort towards the Twilight chapter, and even adding an explanation, or even a twist or two /)^3^(\


	9. 08 Twilight II The Fuckening

Author's note:  
>Sorry it took sooooooooo long to update, but long story short I litterally re-wrote this chapter I don't know how many times, I also had some family issues and college class issues, both of which I'm still dealing with (and one I'm going to be out almost a grand from -.- ). So if you don't like it... bite me, I've only had about ten hours sleep this month, give me some slack...<br>But without further ado, I present the much awaited chapter of "The Tails of Spike's Harem", this week featuring Spike and Twilight (to be followed by the rest of the mane six and the CMC when I can get to writing them)

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><p>"AND JUST WHERE HAVE YOU BEEN?!" Twilight shouted as she saw Spike enter their house, "it's almost dusk... You said you'd be back HOURS ago..."<p>

"S... sorry Twi..." he replied with his head down and hands clasped together.

"And just WHAT were you doing all that time? Hmmm?" She asked angrily.

Spike knew he should tell the truth, the whole truth, but he knew full well that if he did, it would've caused a lot more trouble then either of them wanted right now, "I was thinking..."

"Thinking?"

"... of how I was going to tell you..."

"Tell me? Tell me what?" She asked, cringing back a tear through her angry attitude of what he might say.

He remained silent, gathering his thoughts and remembering what Applejack said, finding his courage and saying with his sternest voice, "Twilight..."

"Yeah?"

He looked up at her with stern eyes, a pertruding and strong chest, hands clenched tight, and said with great confidence, "I want to make love to you!"

Not expecting that, she stumbled back onto her rump, sitting in front of this masculine replacement of her Spike who said such a bold statement out of the blue, "Wh... wh... what do you mean?"

"Exactly that! I want to take you to bed and make love to you."

"B... But... what about..."

He placed a claw over her lips, shushing her delicately, "Let's not dwell on that now. Instead, let's make this night magical." His smile was radiant as he finished, only remaining for a moment before replacing his claw with his lips.

She fought slightly at first, more shocked then anything else, but was quickly cooled by the feeling of his lips pressed firmly onto hers with a great passion that drove her to fall into his arms, reluctant to let go, replying only after taking a much needed breath, "Alright."

He kissed her again, but quickly retreated to move towards the stairs, not waiting for Twilight to follow, but lingering his claw to brush her cheek softly as to follow him, and only after a few stairs he started to hear Twilight's hooves clip-clop from behind. The walk to their bedroom was slow and quiet, he opened the door for her and after another kiss from the mare, he brushed and pushed on her coat to show her inside, closing and locking the door behind them. He turned away from the door and saw that she has already gotten atop the bed, waiting for him to join her, "Are you ready, Twilight?"

She blushed deeply, turning away from the approaching dragon and replied sheepishly, "Yes Spike, I'm ready."

He smiled pleasantly at the sight of her innocence, smoothly guiding his claw across her coat in ways that made her body tingle, stopping as he reached her head, leaning comfortably onto the bed with his lips less then an inch from hers and scratching lovingly on her neck, making her eyes close slowly and her head lifting away in pleasure. Without removing his claw, he climbed onto the bed and laid down next to her, watching her mouth trying to moan with a wide smile across his face, "You really do like it when I scratch your neck, don't you?"

She didn't answer right away, but replied in a blissful tone, "Of course I do. I love it whenever and wherever you touch me."

"Wherever I touch you, hu?" He replied playfully, sliding his free hand towards her crotch, "Even... here?"

She jumped at his sudden touch, but rolled her hooves around him and replied with an even more lustful tone soon after, "Especially there." Their lips met again for another passionate round of kisses as his claws rubbed delicately around her flower, getting soaked from the protruding juices. He broke the kiss not long after, causing her to whine a dissapointed moan as he started to slide down her body, kissing and licking all the way, "Oh Spike!"

He made his way down her breasts, planting kisses as he went before reaching her nipples, licking around them and sucking them into his mouth, still massaging her mound and making his way inside with his claw, "You're so beautiful..."

"Like Rarity?" She suddenly expressed in her altered state.

He paused at her responce, stopping the motions of his claws and tongue momentarily, "No. Rarity's beauty is only skin deep, yours is pure. From your surface..." He starts, prodding his claw into her sensually, "...all the way to your core." His statement and motions were met with a wonderful moan, getting louder as he began sucking on her breasts again, teasing the mare beautifully as she neared her first orgasm of the night. But he stopped, he slid his claw out, slithered his tongue back into his mouth, and moved himself over her legs to lay directly in front of her with his mouth mere inches above her mound, looking deep into the pleading eyes of his most beloved mare, pleading him to continue.

He smiled as he lowered himself onto her, letting his tongue dangle and tease her soft flesh, letting his warm breath roam accross her sensitive mound as his nose caught the strong whiff of her scent, "Please hurry Spike!" She pleaded, having already been tipping over since he started gazing into her, feeling the wetness of his tongue glide across her slit, gently separating them. He took her plea lovingly, never diverting his gaze from her eyes as he landed onto her, wrapping his lips around hers as his tongue drove inwards, pushing the last push she desired, "SPIIIIIIIIIIIIIIIKKKEEEEE!"

Her burst was phenomenal, clenching her legs and wrapping her legs around the dragon with a startling grip, not daring to even imagine letting go as he continued sucking gently and swallowing the erupting juices from inside of her, "Wow, that was a really big one Twi. I hope you're ready for round two."

"Round... two... ?" She replied between gasps of air, looking towards the dragon now crawling ontop of her, inching closer until their lips met yet again for a slobbering clash of tongues.

"Well of course. You didn't think that would be it, did you?" He asked playfully, tapping her nose with his claw.

She smiled back, giggeling at the thought, "Well it was very magical, if I do say so myself... but it seems like someone has been neglected."

"What do you... oh..." Spike replied, now consciously feeling his hardened-minimalized-member rubbing against her fur.

"Yes," she began, flipping them both over and giving him another kiss. "Now let me pay some much needed attention to that beautiful dragon-hood of yours," she finished, kissing him again but lingering her tongue as to lick her way down his scales, over his neck, over his chest, reaching his member soon after, planting herself at his base and wrapping her tongue fully around him. She started by flicking the tip of her tongue around his base, sucking on the side as best she could, then fully licking him with as much of her tongue as she could, all causing him to moan in pleasure much like she did when he used his tongue.

"Oh, Twilight..." 'You've never tried this hard, done this much in so little time to please me... and here I am still too afraid to tell her the truth... wait! I don't have to grow it all at once! I can adjust it slowly enough that she'll never notice! Brilliant!' And with that thought, be began, concentrating on adjusting himself as slowly as he could, which helped keep his mind off of Twilight's wonderful tonguework and last a little longer.

She was now licking him with more ferocity, sucking more and more of him into her mouth and stopping to suck when she had all of him inside, 'That's strange... he feels a bit... bigger... then usual.' However, she put it aside and continued sucking lovingly on him, occasionally looking up to see his face of concentration and bliss, 'He's really trying to enjoy this for as long as he can, isn't he? Well let's see how long he'll last now!'

Spike didn't know how much longer he could keep himself from cumming, he knew he was still far too small to be able to properly pleasure Twilight with, but with the added pleasure Twilight was working onto him, he didn't think he could hold on long enough to grow it slowly, so he went onto his back-up plan. "Twi... I... can't..."

"Let it all out. Give it to me!" She replied, cutting him off as she momentarily stopped, only to resume with greater intensity.

He couldn't hold on much longer, having already tensed nearly every muscle in his body, the pleasure Twilight's tongue was enveloping around his slowly growing member finally threw him over the limit, "Twilight, I'm CUMMING!"

She slid down to the base for the last time as he unloaded the first wave of cum directly into her mouth, it was the first time her jaw started aching from being held open that wide for that long. As soon as she felt the pulse of his cock, she began removing most of him from her mouth so just the tip was barely between her open lips, jetting the rest of his payload into her mouth.

Still mostly caught in the state of bliss, he looked down to see her head tilted back and wide open mouth filling with his seed, her eyes closed. He started putting his plan to action, enlarging his member just enough that it wasn't deep enough in her mouth that she wouldn't notice, allowing her mouth to wrap around his tip as the last dribbles came out. As she lifted her mouth away, he expanded his cock as quickly as he could while her eyes were still closed, taking a satisfying pleasure in watching her swallow his load.

She didn't much enjoy holding his sperm in her mouth, not really because of the taste, but she did it anyway to see the elation on his face. She opened her eyes to see that very scene, but was blocked by this enormous, red, thing that she didn't have a clue was until she saw who it was connected to, "Spike?!"

"Yeah Twi?" He replied, in a bit of an inquisitive tone.

"Is... Is that..."

"I thought you would like it if I was a bit bigger," he replied meekly.

"B... B... But how did you..."

"Are you mad?"

She paused, checking herself and feeling the anger at him for doing this before she found a way, "No. Of course I'm not mad Spike."

"I... I did it just for you... do you... do you still want to... with me?"

She brought herself back, this wasn't a bad thing, they could finally do it now! She could finally give him her everything. Waiting and pausing for a good minute and noticing it now shrinking, she smiled and put her mouth back onto the base, "Of course I will Spike."

He was elated, hearing Twilight's acceptance was a weight lifted off of his shoulders that he'd been carrying for years, finally being able to make love to his mare, practically jumping up to kiss her full on, "I love you Twilight!"

She barely had time to react, and certainly not enough time to wash her mouth as he kissed her with an amazing level of passion, soon finding herself lost in the same feelings he was, loosing all other trains of thought and sense of time as the acknowledgement of now being able to make love pressed into them. She didn't know how long it had been, but she knew she had to break for the actual event. She looked deep into his eyes and said, "Rut me big boy."

With that, he came back to his senses and smiled a huge smile, "With pleasure."

And what followed was a scene seldom seen in porno, the awkward change of position to that of both of their liking, eventually ending up with Twilight laying on her back with her head on her pillows and legs spread, allowing the crawling dragon to slide his way between her. She looked down and took one more look at his member, mere inches from parting her wide open for the very first time, causing a heavy blush to dominate her cheeks, "Be gentle. It is my first time..."

He smiled gently, and kissed her chest lightly, "I will go as gently as I can, at first. I love you Twi."

"I love you too," she answered, wishing he was large enough to kiss her as she braced for him to enter.

He too was wishing for that as well, but knowing it would be best to make first love as they are, he pushed himself inward, moving his member into the moaning mare inch by inch, soon reaching her resistance, "This will hurt at first. Are you ready?"

"Go for it Spike."

He replied with a savage grunt as he had to lift and shift his whole body to plunge into her with enough force to break her hymen, stopping immediately as her shriek of pain entered his ears. He was base deep inside of her and didn't dare to move, but he started sensually scratching her body and planting kisses on her chest to help calm her down.

Her pain was intense, she groaned as she thought 'this is much more painful then the books said it would be,' unnoticing the actions her lover was performing until near a full minute after, finally allowing the pain to lessen enough to feel the fullness of him inside of her for the first time, as well as the motions and waves of his lips and claws along her body. She began moaning in pleasure of the new combined sensations, "S-s-spi-ike... y-you can start moving now."

He began softly at first, pumping his hips in a slow rhythm as Twilight's moans began intensifying from her in wonderful tone, enveloping his ears with music he could never dream of matching in his life as her hips began rolling in time with his, telling him to pick up the pace. He began thrusting harder, pulling out more and sliding more in, all in a faster manner as Twilight's pleasurable moans escalated until one of near screaming.

She didn't bother keeping her moans quiet, having known to put a near-permanent noise-canceling spell because of Pinkie, "Oh sweet Celestia, Spike!"

"Oh Twilight!" He continued, pumping harder and faster as his hands ventured everywhere from her nipples to her flank, casting their motions into her moans as they rutted well into the next hour, only to be stopped when, "T... Tw... Twi... I... I'm..."

"I... I am too, Spike! Cum in me! Cum inside me, you beautiful Dragon!"

And that he did, erupting a slur of juices into the mare of his entire life, ending up slumping ontop of her with a consented sigh, looking up to meet her eyes in pleasant agreement, pausing only to wonder if he should escape her to kiss her fondly, just to have the decision made for him.

She engulfed him with her magic and almost regrettably removing him from inside of her as she gave him a much needed kiss, "That was wonderful Spike. The most amazing thing I have, and probably will ever feel..."

He smiled back at her and nuzzled her neck as he made a comment they both were thinking very strongly, "If only I could've been kissing you the entire time..."

She giggled and nuzzled him back, responding in an almost dream-like manner, "Yeah, that would've been wonderful."

"Well... would you like to... if you want to go again that is..."

"What do you mean?"

"I mean I had found something that lets your body become that of a filly, just for a short time though, while I was on royal duty in Canterlot."

"A filly? Isn't that a little..."

"NO! No no no no no... It just makes you small enough that I can hold you and kiss you properly while making love."

"And how do you know this?"

He giggled, "Let's just say that Celestia helped me test it out."

After a moment, she bursted into laughter at the thought of Celestia as a little filly, "I bet she was really mad at you..."

"Nah, she was really cool with it... but Luna on the other hand..." They bursted out into laughter as he told her of the prank he and Tia pulled on poor Luna on the second last day of his visit, enjoying a delightful as well as restful break.

"So..."

"So?"

"So are you going to get them? Or is once enough for you tonight?"

He didn't need to be asked twice, quickly rushing out the door to fetch a glass of water, sprinting back with the glass in his hand as he dove into his drawer to pull out the bag in question, "Um... how long do you think for?"

"How long?"

"Yeah, they're ten minutes a piece, what do you think about an hour?"

"That's more then enough time Spike. But I would love to cuddle with you for a while after."

And with that, he dropped ten tablets into the water and saw them dissapper with a quick swirl of his claw, handing the drink to Twilight as she readily gulped it down and he counted down, "3... 2... 1..."

"Woah!" Twilight gasped as the magic took quick effect right on Spike's cue, feeling the slight tingle of physical age regression transformation as it began shrinking her down inch by inch to that of her younger self, ironically to the size she was when she hatched him. "Wow! I really am just like a little filly! ... hey, my voice didn't change!"

"Yeah, like I said, it only changes your apperence, nothing more."

"Oh, yeah," she replied with a sheepish grin. "So... are we going to continue?"

A light smile grew onto his face as he picked himself up onto the bed, "I'd love to."

She was the one to make the first move this time, grabbing his head in her hooves as he crawled his way over to him and kissed him passionately, pulling him onto her as she fell back down on her back, feeling his member slide against her still slippery mound which made her moan, "Rut me Spike, rut me hard."

He looked deep into her eyes, almost as if he didn't hear her, but responded calmly and pleasently, "No Twi. I'm not going to just rut you, I'm going to make love to you. I'm going to give you the love you deserve." And before she could respond, he kissed her again, hard, yet quickly as he gripped her lower lip with his lips as he slowly shifted himself down, kissing and nipping all over her neck and chest, only to stop as his member was ready to impale her begging flower.

She couldn't wait, the feeling of his claws working her fur and his lips nipping at her body sent her into a state of bliss as she now felt his head rub against her, making her moans grow greatly as it slipped inside. She now felt the same fullness she felt mere minutes ago, the same feeling of completeness that she never knew she desired throughout her being as Spike bottomed out with his base grinding against her mound again, unable to open her eyes from the sheer pleasure of him inside of her. Then she felt his lips connect with hers. Words cannot describe the perfection she felt as their arms wrapped aroung eachother and a fulfilling connection cound be felt. She moaned into his mouth as her tongue was paralized in sheer pleasure, allowing his tongue to work its way into her mouth and thrust her deeper into this indescribeable world of pleasure. 'If that was a ten before, this is definitely a thousand!' she said to herself as the last part of her reasoning shut down from overheating. She came mere moments later.

Spike was in too much bliss to register that Twilight came in only three thrusts of him inside of her, but he did feel the gripping tightness of her now shrunken hole, causing him to subconsciously stop moving and let it pass as his tongue wrestled with the now active tongue of the mindlessly eroticised Twilight. His claws gently ran up and down her back in attempt to start moving again as his subconscious prevented him from thrusting the pulsating pussy of his lover, only to grant him leniency as the vaginal contractions continued nearly for two full minutes.

When she came back to her senses, she pressed against her lover and released her mouth from his to allow her exhausted words came forth, "WOW Spike... That was... amazing... I've never... cum... that quick... or hard... before... ever!..."

He was overcome with a mix of emotions, on one hand he was thrilled that he could give her such a feeling, but on the other, he was saddened that he never knew she was even having an orgasm, but he set those emotions aside as he gazed into her purely pleasent smile and gleaming eyes, finding the words come out before he even thought to say them, "I hope you're ready for another, Twi. Because I want to share the next one with you."

Her smile turned into a very wide grin as she heard him say that, that and because he twitched his hard member inside of her, reminding her that she was the only one to cum this round, "Well what's stopping you?"

He didn't take a second moment to press his body onto her with great passion as their tongues met yet again in harmonious wrestling, allowing their extremodies (hooves and claws) to reach to every inch of their lovers' body as their hips grinded into eachother with great force. He could not imagine anything better then what he was feeling, a sensation of bliss matched half-width by the entirety of heaven itself as he reached the same feeling he imagine Twilight felt, loosing all thought as his whole body was connected to the love of his life.

She too felt the same heavenly bliss she felt moments ago, but even more wonderful as he was slamming his member deep into her being, hitting every spot in perfect order. She knew she could not last much longer, only realising this as she lost herself yet again, moaning sheer euphoria into her draconic lover's mouth, who was too moaning in the same bliss.

The last thought crossed through his mind was 'I love you Twilight!' as he crossed his state of mind to join Twilight in pure love. He emptied his seed into her and she tightened around him with bone-crushing force, now slumped onto eachother as their muscles relaxed and their brains restarted, registering eachother's eyes as they breathed heavily, which did not need to portray words.

They laid there for another ten minutes, just watching eachother without a care in the world, sighing as his semi-hard member started to slide out of her, "Hm..."

"What is it?" he asked lightly.

"Oh, I'm just wondering..."

"About?"

"I was wondering how much longer the pills are going to keep me the perfect size to hold you." She responded, giving him a loving squeeze.

He turned to look at the clock, noticing that fifty minutes had passed since he went to the kitchen, "We've got almost an hour."

She smiled as she nuzzled herself into his chest, "More then enough time to fall asleep in your wonderful arms."

And with that, another pleasent silence echoed around the room, only to be broken five minutes later by Spike, "Hey, Twi?"

"Yeah Spike?"

"I was just wondering..."

"Yeah?"

"I... I'm not sure if I should ask, but... are you happy it was me?"

"What?" She asked, gently lifting only a few inches off of him.

"I mean, I'm just a baby dragon. And there are so many colts out there, some much stronger then me, some much smarter then me..."

"But none of them could hold a candle to you... But if I may say something... a bit personal..."

"Yeah?"

"You know, to be honest. I've actually wanted to do this with you ever since first reading about it..."

"Really? With me? I'd always thought you'd be thinking of some fancy-shmancy stallion or something..."

She giggled at the thought, "Nah, I've always been happy right here, next to my knight in scaley armour."

"And you know... I too... wanted to do that... with you... too... I love you Twi," and with that last breath between yawns, they enclosed around eachother in a warm embrace, stopping the akwardly needless talk from the tired and bewildered Spike as they kissed a tender, loving kiss and snuggled together in their sweat and love soaked bed, falling into the gentle comfort of sleep.

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><p>And so for the next few days, he rarely left the library, pleasing her nearly every waking hour in one way or another, but causing him to get a stern 'talking to' from Rarity and Applejack, for not comming by to see them like he promised, even needing to apologise to Fluttershy and Sweetie for not complying with their arranged meetings as well. But as predicted, the days' excitement soon declined and became a still pleasureable, but routine event, that was until Twilight recieved a shipment of new books, some of which held interesting knowledge on the dragon species.<p>

"Spike! Spike! Come quick! I think I've found out something very shocking about your species..."

"W... What? Is there something wrong with me?"

"No, not at all... Apparently, This book says that once a dragon reaches your age, they start constantly producing hormones that make ponies very... um... excited..."

"Excited?"

"It makes them want to do things with you... sexual things..."

"But... I can go down the street and have nopony look at me that way... Are you worried that I'm not doing that?"

"Actually, it only affects ponies you've been around for a long time. That's why it's only our friends that've been... um... with you..."

"H... How did..."

"They told me, Spike. All three of them."

"All three?"

"Yeah, Rarity told me a while ago what you told Fluttershy, and then I asked Celestia if what she told me was true... But I still want to hear the story from you... If you don't mind."

"You mean... you're not furious?"

"Honestly, I was at first, but when I heard how much you cared about me, and reading Celestia's letter, I was really moved. So can you tell me, in your own words. Please?"


End file.
